We have audited the attached Balance Sheet of Twentyfirst Century
 Management Services Limited for the year ended 31st March 2012 and also
 the Profit & Loss Account for the year ended on that date, annexed
 thereto. These financial statements are responsibility of the
 Company''s management. Our responsibility is to express an opinion on
 these financial statements based on our audit.
 
 We conducted 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.
 
 As required by the Companies (Auditors Report) Order, 2003 issued by
 the Central Government of India in terms of Sub section (4A) of Sec.
 227 of the Companies Act 1956, we enclose in the annexure a statement
 on the matters specified in paragraph 4 & 5 of the said Order to the
 extent applicable.
 
 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 our knowledge and belief were necessary for the purpose of our
 audit.
 
 (ii) In our opinion, the Company has kept proper books of account as
 required by law so far as appears from our examination of the books.
 
 (iii) In our opinion the Balance Sheet and Profit & Loss Account comply
 with the accounting standards referred to in Sub section (3C) of
 Section 211 of the Companies Act, 1956, subject to:
 
 Note 2(h), in respect of no provision for gratuity has been made in
 accounts, in the event of any employee leaving the services by reason
 of death / incapability / retirement or resignation.
 
 Note 13, in respect of non provision of sundry debtors amounting to Rs.
 2307.13 lacs transferred from subsidiary company which are considered
 good by the management.
 
 Note 14(3), in respect of inoperative bank accounts amounting to Rs.
 1.53 lacs, no confirmation is received and the accounts are neither
 closed nor written off.
 
 (iv) We further report that, had the observation made by us in Para
 above, been considered, the loss for the year would have been Rs.
 3072.25 lacs (as against reported loss of Rs.763.59 lacs) and
 accumulated loss would have been Rs. 2442.23 lacs (as against reported
 accumulated loss of Rs. 133.57 lacs) and sundry debtors would have been
 Nil (as against reported sundry debtors of Rs. 2307.13 lacs) and Cash
 and Bank balance would have been Rs. 14.83 lacs (as against reported
 Cash and Bank balance of Rs. 16.36 lacs)
 
 (v) The Balance Sheet and Profit & Loss A/c dealt with by this report
 are in agreement with the books of account.
 
 (vi) On the basis of written representations received from the
 directors, as on 31s March 2012 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31s March, 2012 from being appointed as a director in terms of clause
 (g) of sub- section (1) of section 274 of the Companies Act, 1956.
 
 (vii) In our opinion and to the best of our information and according
 to the explanations given to us, the said financial statements, read
 together with the notes thereon, give the information required by the
 Companies Act, 1956, in the manner so required and present a true and
 fair view, Subject to Para (iii) and (iv) above in conformity with the
 accounting principles generally accepted in India:
 
 a) in the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March 2012.
 
 b) In the case of Profit & Loss Account, of the Loss of the company for
 the year ended on that date.
 
 c) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 1.  The Company has maintained proper records showing full particulars,
 including quantitative details and situations of fixed assets.
 
 The fixed assets of the company have been physically verified by the
 Management during the year and no material discrepancies were noticed
 on such verification. In our opinion the verification is reasonable
 having regard to the size of the Company and the nature of its assets.
 
 As per the information and explanations given to us, during the year,
 the company has not disposed off any substantial part of the fixed
 assets that would affect the going concern.
 
 2.  The company is primarily engaged in investing activities.
 Accordingly, it does not hold any physical inventories. Thus paragraph
 4(ii) of the Order is not applicable to the company.
 
 3.  The company has not taken any loans from companies or firms listed
 in the register maintained under section 301 of the company''s act
 1956 and from company under the same management. The company has not
 given any loan to companies or firms listed in the register maintained
 under section 301 of the companies act, 1956 and from companies under
 the same management.
 
 4.  The Company has adequate internal control procedures commensurate
 with its size and nature of business with regard to purchase of shares,
 fixed assets and for the sale of shares, assets or equipments. We have
 not observed any continuing failure to correct such internal control
 systems.
 
 5.  The transactions that are required to be entered into the register
 in pursuance of Section 301 of the act have been so entered.
 
 In our opinion and according the information and explanations given to
 us the transactions made in pursuance of contracts or arrangements
 entered in the register maintained u/s 301 of the companies act 1956
 and exceeding the value of Rs.5 Lacs in respect of any party during the
 year have been made at prices which are reasonable, having regard to
 prevailing market prices at the relevant time where such market prices
 are available.
 
 6.  During the year under review, the company has not accepted any
 deposits from the public to which the provisions of Section 58A of the
 Companies Act, 1956 apply.
 
 7.  Company does not have any internal audit department, commensurate
 with the size of the company and nature of its business.
 
 8.  We have been informed that Central Government has not prescribed
 the maintenance of cost records under Section 209(1 )(d) of the
 Companies Act, 1956, in respect of any activities carried on by the
 Company.
 
 9.  According to the information and explanations given to us, the
 company has been regular in depositing Employees Provident Fund dues
 and has also been regular in depositing undisputed income tax and other
 applicable statutory dues with appropriate authorities.
 
 According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of income tax as
 at 31s March 2012 which have not been deposited on account of a dispute
 pending are as under:
 
 Name        AY        Nature             Forum where        Amount
 of the                of                 the disputes       Disputed
 Statute               Dispute            are pending
 
 Income     1995-      Demand raised      ACII Company       Rs.20.20 
 tax Act,   96         subject to recti-  Circle III (2)     lacs 
 1961                  fication by ACIT
 
 Income     2003-      Diminution in the  Madras High        Rs.1289 
 tax Act,   04         value of stock     Court lacs
 1961                                                       (Value 
                                                             written off) 
 
 Income     2006-      Department has     Commissioner       Rs.562.33
 tax Act,   07         disallowed the     of Appeals-III,    lacs 
 1961                  Carrry forward     Chennai-34.
                       Loss related to    The Appeal has
                       AY 1998-99,        been made
                       2003-04. The       against 143(1) 
                       company had        of the Income
                       claimed the        tax Act  
                       Carry forward
                       loss related to
                       AY 2003-04, as
                       the matter is
                       pending before
                       Hon''ble Madras
                       High court 
 
 Income     2007-      Department has     Commissioner       Rs.598.14
 tax Act,   08         raised demand      of Appeals-III,    lacs
 1961                  on Short Term      Chennai-34.
                       Capital gains @    The Appeal is
                       30.99% instead     made against
                       of 15% company     the order u/s
                       had claimed the    154 of the
                       Carry forward      Income tax Act
                       loss related to
                       AY 2003-04, as
                       the matter is
                       pending before
                       Hon''ble Madras
                       High court
 
 10.  The company has no accumulated losses till the immediately
 preceding financial year, but has incurred a losses of Rs. 763.59 Lacs
 during the current financial year under this report.
 
 11.  On the basis of records examined by us and the information and
 explanations given to us, the Company has not defaulted in repayment of
 dues to financial institutions, banks or debenture holders.
 
 12.  The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion the company is not a Chit Fund or a Nidhi/Mutual
 Fund/Society. Therefore the provisions of clause 4 (xiii) of the
 companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of trading in shares, debentures and other
 investments and timely entries have been made therein.
 
 15.  The company has given corporate guarantee of Rs. 287.50 lacs for
 the credit facilities availed by its subsidiary. According to the
 information and explanations given by the management, in our opinion
 the terms and conditions of the guarantee given for loans are not
 prejudicial to the interest of the Company.
 
 16.  According to the information and explanations given to us, the
 company has not obtained any term loans during the year under review.
 
 17.  On the basis of an overall examination of the balance sheet of the
 company, in our opinion and according to the information and
 explanations given to us, funds raised on short term basis, have not
 been used for long term investments.
 
 18.  The company has not made any preferential allotment of shares
 during the year.
 
 19.  There are no secured debentures issued during the year.
 
 20.  The company has not raised any money by public issue during the
 year.
 
 21.  To the best of our knowledge and belief and according to the
 information and explanations given to us no material fraud on or by the
 company has been noticed or reported during the course of our audit.
 
 For M.B. Ladha & Company
 
 Chartered Accountants
 
 (FRN: 105503W)
 
 Mukesh Ladha (M.No.35544)
 
 Proprietor
 
 Place: Mumbai
 
 Date: 30-05-2012