Shri Khodiyar Industries Ltd Auditor Reports

Auditors Report to the Members of KHODIYAR INDUSTRIES LIMITED.

1. We have audited the attached Balance sheet of KHODIYAR INDUSTRIES LIMTTED as at 31st March, 2011 and the related Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management Our responsibility is to express an opinion on these financial statements based on our audit

2. We conduct 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 provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 as amended by Companies (Auditors Report) amendment Order, 2011 (together with the order) issued by the Central Government of India in terms of sub-section (4 A) of section 227 of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph (3) above and information and explanations provided to us, we report that:

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

2) In our opinion, proper books of accounts as required by the law have been kept by the Company so far as it appears from our examination of such books.

3) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of accounts of the company.

4) In our opinion, these financial statements comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956, except as stated in para 6(a) and (b) below.

5) On the basis of written representations received from the directors, as on 31^st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of subjection (1) of section 274 of the Companies Act 1956.

6) In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon of schedule 12 and in particular; 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 accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011. and

b) In the case of Profit and Loss Account, of the profit for the year ended on 31^st March, 2011.

Re: KHODIYAR INDUSTRIES LIMITED

Annexure referred to in paragraph 3

1. At the end of the year company has inventory Which is Phisically Verified Certified & Valued By The Director Of The Company.

2. (a) The company has not taken any loans from Companies, Firms or other parties other than directors; Register maintained under section 301 of the Act. No amount was borrowed from the directors of the company during the year & oilier financial institutes. (b) There arc no overdue payments.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

4. (a) According to the information and explanation given to us, we are of the opinion at the transactions that need to be entered into the register maintained under section 301 of the Act, have been so entered, (b) In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/ or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

In our opinion and according to the information and explanation given to us, the company has not accepted any deposits; hence the provision of section 58A of the Companies Act 1956 and Companies (acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable. 6. In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act 1956 for the products of the Company.

8. (a) According to the information and explanation given to us. the company is generally regular in depositing with the appropriate authorities, undisputed Statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it. (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31^st March 2011 for a period of more than six months from the date they become payable as the co has not started business yet.

9. The company have Rs.34959954 accumulated losses.

10. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions or banks.

11. According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of chares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

12. 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 (Auditors Report) order, 2003 are not applicable to the company.

13. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(\iv) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

14. As informed to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

15. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for Long-term assets. No long-term funds have been used to finance short-term assets.

16. The company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act.

17. The company has not issued any debentures.

18. During the period covered by our audit report, the company has not raised any money by public issue.

19 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.