A.  We have audited the attached Balance Sheet of M/S. ADI RASAYAN
 LIMITED, as at 31st March, 2010 and Profit & Loss Account for the year
 ended on that date annexed thereto. 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.
 
 B.  We have 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 presentation of the
 financial statement. We believe that our audit provides a reasonable
 basis for our opinion.
 
 C.  As required by the Companies (Auditors Report) Order, 2003 issued
 by the Central Government of India in terms of section 227(4A) of the
 Companies Act, 1956, we give in the Annexure, a statement on the
 matters specified in paragraphs 4 of the said order.
 
 D.  Further to our comments in the Annexure referred to in paragraph C
 above, 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 purposes of our
 audit.
 
 2.  In our opinion, proper books of accounts as required by law have
 been kept by the Company, so far as appears from our examination of the
 books.
 
 3.  The Balance Sheet and Profit & Loss Account dealt with by this
 report are in agreement with the books of account.
 
 4.  Except for non compliance of Accounting Standard 6 for Depreciation
 accounting and Accounting Standard 24 for discontinuing operations, in
 our opinion, the Balance Sheet and Profit & Loss Account dealt with by
 this report comply with the accounting standards referred to in
 sub-section (3C) of section 211 of the Companies Act, 1956
 
 5.  On the basis of representations from the directors, taken on record
 by the Board of Directors and as per information and explanations given
 to us, none of the directors of the company are, prima facie, as at
 31st March, 2010, disqualified from being appointed as directors of the
 company in terms of clause (g) of sub-section (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 read with and subject to
 notes thereon of Schedule-5 give the information 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, 2010 and
 
 (ii) In the case of profit & Loss Account of the loss for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 (Re: ADI RASAYAN LIMITED)
 (Referred to in paragraph : C of our report of even date)
 
 1.  The company does not have any fixed assets and hence this clause is
 not applicable to the company for the year under consideration.
 
 2.  As the company does not have any inventories as at the end or at
 the beginning of the year; this clause is not applicable to the company
 for the year under consideration.
 
 3.  (a) The company has not granted unsecured loan to any of the
 parties covered by section 301 of the Companies Act, 1956.
 
 (b) The company has not taken any loans from companies, firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 4.  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 and fixed assets and for
 sale of goods and services. In our opinion, there is no continuing
 failure to correct major weakness in internal control.
 
 5.  To the best our knowledge and belief, and according to the
 information and explanations given to us, we are of the opinion that
 there are no contracts and arrangements, the particulars of which need
 to be entered into the register maintained under Section 301 of the
 Companies Act,1956.
 
 6.  During the year, the company has not accepted deposits from the
 public.
 
 7.  The Company did not have any formal internal audit system during
 the year under review.
 
 8.  We are informed that maintenance of cost records has not been
 prescribed by the Central Government under Section 209 (1)(d) of the
 Companies Act, 1956 in respect of products of the company.
 
 9.  (a) According to the books of accounts examined by us and also
 based on representations received from the management, the company is
 regular in depositing undisputed statutory dues applicable to it. There
 is no Undisputed amounts payable in arrears in respect of statutory
 dues as at 31/03/2010 for a period of six months from the date they
 become payable.
 
 (b) According to the information and explanations given to us, there
 are no dues in respect of income tax, sales tax, wealth tax, excise
 duty, service tax and cess which have not been deposited on account of
 dispute.
 
 10.  The companys accumulated losses at the end of the financial year
 are more than fifty percent of its net worth and the company has
 incurred cash losses in such financial year and in the immediately
 preceding financial year also.
 
 11.  Based on our audit procedures and according to the information and
 explanations given to us we report that the company had not defaulted
 in repayment of any secured loans during the year under review.
 
 12.  According to the information and explanations given to us, the
 company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 13.  The company is not a chit fund or a nidhi/mutual benefit
 fund/society. Therefore, the provisions of clause 4(xiii) of the Order
 are not applicable to the company.
 
 14.  In our opinion and according to the information and explanations
 given to us, the company is not dealing in shares, securities and
 debentures; therefore, the provisions of clause 4 (xiv) of the Order
 are not applicable to the company.
 
 15 The company has not given guarantee to a bank for loan taken by any
 other company.
 
 16.  The company has not obtained any term loan during the year.
 Accordingly, the provisions of clause (xvi) of the Order are not
 applicable to the company.
 
 17.  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 to finance
 long-term investments.
 
 18.  According to the information and explanations given to us, during
 the year covered by our report, the company has not made any
 preferential allotment of shares to the parties and companies covered
 in the register maintained under section 301 of the Companies Act,
 1956. Accordingly, the provisions of clause (xviii) of the Order are
 not applicable to the company.
 
 19.  According to the information and explanations given to us, the
 company has not issued any secured debentures during the period covered
 by our report. Accordingly, the provisions of clause (xix) of the Order
 are not applicable to the company.
 
 20.  During the period covered by our audit report, the company has not
 raised any money by way of a public issue.
 
 21.  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
 was noticed or reported during the year.
 
                                   FOR PADAM CHAND JAIN & ASSOCIATES 
 
                                         Chartered Accountants
 
                                                  Sd/-
 
                                           PADAM CHAND JAIN
 
                                              (Proprietor) 
 
                                         Member ship No. 34966 
 
 Place : Ahmadabad 
 
 Date : 1st September 2010