We have audited the attached Balance sheet of ADOR MULTIPRODUCTS
 LIMITED as at March 31, 2011 and also the Profit and loss account and
 the Cash flow statement of the Company 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.
 
 We conducted our audit in accordance with the 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 the 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 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.
 
 Further to our comments in the Annexure referred to 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 account as required by law have
 been kept by the Company, so far as it appears from our examination of
 those books and proper returns adequate for the purposes of our audit
 have been received from the branches/units of the Company not visited
 by us. The Auditors Reports of those branches/units have been
 forwarded to us and have been appropriately dealt with;
 
 3.  The Balance sheet, Profit and loss account and Cash flow statement
 dealt with by this report, are in agreement with the books of account
 and with the audited returns from the branches/units;
 
 4.  In our opinion and to the best of our information and according to
 explanations given to us, the Balance sheet, Profit and loss account
 and Cash flow statement 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 a review of the written representations received
 from the Directors of the Company as on March 31, 2011 and taken on
 record by the Board of Directors, we report that none of the Directors
 are disqualified as on March 31,2011 from being appointed as a Director
 in terms of clause (g) of sub-section (1) of Section 274 of the
 Companies Act, 1956, and
 
 6.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the 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 the case of the Balance sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 (b) in the case of the Profit and loss account, of the profit for the
 year ended on that date and
 
 (c) in the case of Cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS REPORT
 (Referred to in paragraph 3 of our report of even date)
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) A substantial portion of the fixed assets have been physically
 verified by the management during the year. According to the
 information and explanations given to us, there is a regular programme
 of verification which, in our opinion, is reasonable having regard to
 the size of the Company and the nature of its assets. We are informed
 that no material discrepancies were noticed on such verification.
 
 (c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern status of the Company.
 
 2.  (a) We are informed that inventories have been physically verified
 by the management during the year and also at the end of the year. In
 our opinion, the frequency of verification is reasonable.
 
 (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) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory.
 The discrepancies noticed on verification between the physical stocks
 and the book records were not material and have been properly dealt
 with in the books of account.
 
 3.  The Company has not taken/or granted any loans, secured or
 unsecured from/to Companies, firms and other parties listed 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, fixed assets and for
 sale of goods and services. During the course of our audit, no major
 weaknesses have been noticed in the internal controls systems.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion that transactions that need to be entered in the
 register maintained under Section 301 of the Companies Act, 1956, have
 been so entered.
 
 (b) According to the information and explanation provided to us, there
 were transactions, exceeding value of Rupees five lakhs during the
 period, made in pursuance of such contracts entered in the register
 maintained under section 301 of the Companies Act, 1956. We are of the
 opinion that the transactions have been made at prices which are
 reasonable with regard to the prevailing market prices at the relevant
 time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public.
 Accordingly, in our opinion, the provisions of Section 58A and 58AA of
 the Companies Act, 1956 and the rules framed there under, are not
 applicable.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  We are broadly reviewed the cost records maintained by the Company
 pursuant to section 209(1)(d) of the Companies Act, 1956, and are of
 the opinion that prima facie, the prescribed accounts and records have
 been made and maintained. However, we have not made a detailed
 examination of the same to ensure their accuracy or completeness.
 
 9.  According to the records, information and explanations, provided to
 us, (a) the Company is generally regular in depositing with appropriate
 authorities undisputed amounts including Provident fund, Investor
 education and protection fund, Employees state insurance, Income tax,
 Sales tax, Wealth tax, Custom duty, Excise duty, cess, service tax and
 other statutory dues applicable to it and (b) no undisputed amounts
 payable were outstanding as at March 31, 2011 for a period of more than
 six months from the date they became payable to the appropriate
 authority.
 
 10.  The Company has no accumulated losses at the end of the financial
 year and it has not incurred any cash losses in the financial year
 ended on that date or in the immediately preceding financial year.
 
 11.  Based on our audit procedures and on the information and
 explanations given by the management, the Company has not defaulted in
 repayment of dues to any financial institution or bank.
 
 12.  Based on our examination 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.
 
 13.  The Company is not a chit/nidhi/mutual benefit fund/ society and
 clause 4(xiii) of the Order is not applicable.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  On the basis of the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  The Company had not availed term loans from banks and financial
 institutions.
 
 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 for long- term
 investment.
 
 18.  During the year, the Company has made preferential allotment of
 shares to parties covered in the register maintained under Section 301
 of the Companies Act, 1956. The same has been made in conformity with
 the guidelines issued by the Securities and Exchange Board of India
 relating to such preferential allotment and on that basis not
 prejudicial to the interest of the Company.  Further, part of the
 convertible warrants issued during the year has also been converted
 into equity shares at the pre determined rate as per SEBI Guidelines.
 
 19.  The Company did not have outstanding debentures during the year.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  During the course of our examination of the books and records of
 the Company and according to the information and explanations given to
 us, we have neither come across any instance of fraud on or by the
 Company noticed nor reported during the year nor have we been informed
 of such case by the Companys management.
 
 
 
                        For AMARNATH KAMATH AND ASSOCIATES [FRN000099S]
                                                  Chartered Accountants
 
                                                        Amarnath Kamath
                                                                Partner 
                                                   Membership No. 13124
 
 Bangalore  
 April 30, 2011