We have audited the attached Balance Sheet of ADITYA GEARS LIMITED as
 at 31st March, 2012 and also the Profit and Loss Account 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.
 
 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 financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditors'' Report) Order, 2004 issued by
 the Central Government of India in terms of sub-section (4A) of section
 227 of the Companies Act, 1956, we give in the Annexure a statement on
 the matters specified in paragraphs 4 and 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 purposes of our
 audit;
 
 ii) 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;
 
 iii) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account;
 
 iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the Accounting Standards referred to
 sub-section(3C) of Section 211 of the Companies Act, 1956.
 
 v) On the basis of written representations received from the directors,
 as on 31st March 2012, and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March
 2012 from being appointed as director in terms of clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956;
 
 vi) In our opinion and to the best of our information and according to
 the explanations given to us, subject to Notes on accounts, the said
 Accounts give the information required by the Companies Act, 1956, in
 the manner so required to 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 31 st March, 2012,
 
 (b) in case of the Profit and Loss Account, of the loss for the year
 ended on that date; and
 
 (c) in case of the Cash Flow Statement, of the Cash Flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 (Referred to in paragraph 3 thereof)
 
 i) In respect of its fixed assets
 
 a) The company is generally maintaining proper records showing full
 particulars including quantitative details and situation of its Fixed
 Assets.
 
 b) As explained to us, the fixed assets have not been physically
 verified during the year by the management in accordance with a phase
 programme of verification adopted by the company.  In our opinion, the
 period of verification is reasonable having regard to the size of the
 Company and the nature of its business. As informed, no material
 discrepancies were noticed on such verification.
 
 c) The company does not have any fixed assets during the year. However,
 as per information and explanation provided by the management, the
 company will continue to be a going concern.
 
 ii)a) The inventory has not been physically verified during the year by
 the management as there is no inventory at the end of the year.
 
 b) 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) According to the information and explanation given by the
 management, the company does not have any inventory at the end of the
 year. The company is maintaining proper records of the inventory. No
 such discrepancy has been noticed on verification between the physical
 stocks and the book records.
 
 iii) The Company has not granted any loans, secured or unsecured, from
 companies, firms or other parties listed in the Register maintained
 under section 301 of the Companies Act, 1956.
 
 As the company has not granted/taken any loans, secured or unsecured,
 to/from parties listed in the registers maintained under section 301 of
 the Companies Act, 1956 paragraphs (iii)(b),
 
 (c) and (d) of the Order, are not applicable.
 
 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 for the purchase of inventory, fixed assets and with regard to
 the sale of goods.  Further, on the basis of our examination, and
 according to the information and explanations given to us, we have
 niether come across nor have we been informed of any instance of major
 weaknesses in the aforesaid internal control procedures.
 
 v) In our opinion and according to information and explanations given
 to us and based on the representations by the management, the
 transactions that need to be entered into the Register maintained under
 Section 301 of the Companies Act, 1956 have been so entered.
 
 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 public deposit so far up to
 31st March 2012.
 
 vii) In our opinion, the company has no Internal Audit system
 commensurate with its size and nature of its business. As per the
 information and explanation given by the management, the company will
 implement as it grows.
 
 viii) The Central Government has not prescribed the maintenance of cost
 records by the company under section 209(1 )(d) of the Act, for any of
 its products.
 
 ix) Statutory and other dues :-
 
 a) According to the information and explanation given to us, the
 company has outstanding liabilities brought forward from earlier years,
 in respect of Sales Tax (CST, Bhiwadi) to the extent of Rs.  33,883/-
 and in respect of Profession Tax to the extent of Rs. 5,890/-. Both the
 statutory liabilities have been written off by the company during the
 year under the head ''Liabilities no longer required written off.
 
 b) According to the information and explanations given, no undisputed
 amounts payable in respect of Income Tax, Wealth Tax, Sales Tax,
 Customs Duty and Excise Duty were outstanding, as at 31st March, 2012
 for a period of more than six months from the date they become payable.
 
 c) According to the records of the company, there are no dues on
 account of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise duty
 and Cess which have not been deposited on account of any dispute.
 
 x) The Company has accumulated loss to the extent of Rs. 4,63,06,333/-
 at the end of the financial year 31/03/2012. The company has incurred
 cash losses during the financial year covered by our Audit but not
 immediately preceding financial year.
 
 xi) According to the records of the company, the company has not
 defaulted in repayment of dues to a financial institution or bank till
 31st March, 2012.
 
 xii) In our opinion and 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.
 
 xiii) The Company is not a Chit Fund / Nidhi / Mutual Benefit Fund/
 Society. Therefore the provisions of clause 4 (xiii) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 xiv) The company is not dealing or trading in shares, securities,
 debentures and other investments.  Accordingly the provisions of clause
 4 (xiv) of the Companies (Auditor''s Report)[Amendment] Order, 2004 are
 not applicable to the company.
 
 xv) The Company has not given guarantees in connection with loan taken
 by others from banks or financial institutions.
 
 xvi) In our opinion, the term loans have been applied for the purposes
 for which they were raised.
 
 xvii) Based on the information and explanation given to us and an
 overall examination of balance sheet of the company, in our opinion,
 there are no such funds raised on a short term basis which have been
 usedfor long term investment, and vice versa.
 
 xviii) According to the information and explanations 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 Companies Act, 1956 during the year.
 
 xix) According to the information and explanations given to us and the
 records examined by us, the company has not issued any debentures
 during the year.
 
 xx) The Company has not raised any money by public issues during the
 year.
 
 xxi) 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 year.
 
                                      For Bhattacharya Sengupta & Co.
 
                                               Chartered Accountants
 
 Place : 10, Clive Row, 1st Floor,           Firm Reg. No. : 301311E
 
 1st Floor, Kolkata - 700001                          CA R. K. Gupta
 
                                                             Partner
 
 Date : The 29th day of June, 2012             Membership No. 061738