We have audited the attached Balance Sheet of ADARSH PLANT PROTECT
 LIMITED, as at 3V< March 2011, the Profit and Loss Account and also the
 Cash Flow Statement for the year ended on that date annexed thereto.
 These financial statements are the responsibility of the Company''s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 1.  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.
 
 2.  As required by the Companies (Auditors'' Report) Order, 2003 and
 related amendments issued by the Central Government of India in terms
 of Sub-section (4A) of Section 227 of the Companies Act, 1956, we
 enclose in the Annexure, a statement on the matters specified in
 paragraphs 4 and 5 of the said Order to the extent applicable to the
 Company.
 
 3.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that;
 
 (a) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (b) In our opinion proper books of account as required by law, have
 been kept by the Company, so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss account and Cash
 Flow Statement dealt with by this report comply with the Accounting
 Standards referred to in Section 211 (3C), of the Companies Act, 1956;
 
 (e) On the basis of written representation received from the Directors
 as on 31s'' March, 2011 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31s'' March,
 2011 from being appointed as director in terms of clause (g) of sub-
 section (1) of Section 274 of the Companies Act, 1956.
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 Significant Accounting Policies and other notes thereon 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 so far as it relates to Balance Sheet, of the state of affairs
 of the Company as at 31st March, 2011;
 
 (b) in so far as it relates to the Profit and Loss Account, of the
 ''Loss'' of the company for the year ended on that date; and
 
 (c) in so far as it relates to the Cash Flow Statement, of the cash
 flows of the company for the year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 [Referred to in paragraph 3 of our report of even date] (i) In respect
 of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of the fixed assets.
 
 (b) All the assets have been physically verified by the management
 during the year as per the program of verification, which in our
 opinion is reasonable having regard to the size of the company and the
 nature of its assets. No material discrepancies were noticed on such
 verification.
 
 (c) In our opinion, the company has not disposed of a substantial part
 of its fixed assets during the year so as to affect going concern
 status.
 
 (ii) In respect of its inventories:
 
 (a) As explained to us, inventories were physically verified during the
 year by the management at reasonable intervals during the year.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 (c) The Company has maintained proper records of inventories. As
 explained to us, there was no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 (iii)
 
 (a) The Company has granted loan to a company covered in the register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year was 18.75 Lakhs and the year- end
 balance of loan taken from such party was Rs. 18.56 Lakhs.
 
 (b) The Company had taken loan from a company covered in the register
 maintained under Section 301 of the Companies Act, 1956. The maximum
 amount involved during the year was 295.91 lakhs and the year-end
 balance of loan taken from such parties was Rs. 219.62 lakhs.
 
 (c) In our opinion, the rate of interest and other terms and conditions
 are not prima facie prejudicial to the interest of the Company.
 Repayment of principal amount is not stipulated however interest on
 such loans is regular.
 
 (iv) 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 with regard to purchase of inventory, fixed assets and for
 sale of goods. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in the internal control
 system.
 
 (v)
 
 (a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contract or
 arrangements, that needed to be entered into the register maintained
 under section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 and
 exceeding the value of five lakh rupees 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.
 
 (vi) Based on our scrutiny of the company''s records and according to
 the information and explanations provided by the management, in our
 opinion, the company has not accepted any loans or deposits which are
 ''deposits'' within the meaning of Rule 2(b) of the Companies (Acceptance
 of Deposit''s)
 . Rules, 1975.
 
 (vii) Company has appointed outside independent firm of Chartered
 Accountants as internal auditors.  On the basis of reports submitted by
 internal auditor, in our opinion the internal audit system is
 commensurate with the size of the company and nature of its business.
 
 (viii) According to the information and explanation given to us,
 neither order has been passed by the Central government nor have cost
 records been prescribed under section 209 (1) (d) of the Companies Act,
 1956 in respect of products manufactured by the company.
 
 (ix)
 
 (a) In our opinion and according to the information and explanation
 given to us, the Company has been regular in depositing undisputed
 statutory dues including Provident Fund, Employees State Insurance,
 Income-tax, Sales-tax, Wealth-tax, Custom Duty, Excise Duty, Cess and
 other statutory dues as may be applicable to the company except in case
 of Tax deducted at sources where there were found irregularities in
 payment to respective authorities.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441A of the Companies Act,1956, we
 are not in a position to comment upon the regularity or otherwise of the
 company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, sales tax, wealth
 tax, service tax, customs duty and excise duty were in arrears, as at
 31st March, 2011 for a period of more than six months from the date
 they become payable.
 
 (x) The accumulated losses of the company have exceeded fifty per cent
 of its net worth as at 31s'' March, 2011. The company has incurred a
 cash loss of Rs. 86.94 lacs.  However, the Company has not incurred
 cash loss during the immediately preceding financial year.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to
 financial institutions or bank. The Company has not issued any
 Debenture.
 
 (xii) Based on our examination of records and on the information and
 explanation 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.
 
 (xiii) The Company is not a chit fund or a nidhi / mutual benefit fund
 / society. Therefore, clause 4 (xiii) of paragraph 4 of the Companies
 (Auditor''s Report) Order, 2003 is not applicable.
 
 (xiv) The Company is not dealing in or trading in shares, securities,
 debentures and other investments.  Therefore, clause 4 (xiv) of
 paragraph 4 of the Companies (Auditor''s Report) Order, 2003 is not
 applicable to the company.
 
 (xv) According to the information and explanation given to us, the
 Company has not given guarantees for loans taken by others from bank or
 financial institution.
 
 (xvi) The Company has not taken term loan from the financial
 institutions during the year.
 
 (xvii) According to the records examined by us and the information and
 explanations given to us, on an overall examination of balance sheet
 and cash flow statement of the company funds raised on short term basis
 have prima facie, not been used for long-term purpose and vice - versa.
 
 (xviii) According to the information and explanation given to us, the
 company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under Section 301 of
 the Act.
 
 (xix) The Company has not issued any Debentures during the year
 therefore paragraph 4 (xix) of the Companies (Auditor''s Report) Order,
 2003 is not applicable.
 
 (xx) As informed to us, during the year covered by our audit report,
 the company has not raised any money by way of public issues.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the year
 that causes the financial statements to be materially misstated.
 
                                                For Mukund & Rohit
                                             Chartered Accountants
 Place: Vadodara                                     MUKUND BAKSHI
 
 Date: 28th July, 2011                                    PARTNER
 
                                             Membership No. 41392
                                    Firm Registration No. 113375W