1.  We have audited the attached Balance Sheet of ADVANCED MICRONIC
 DEVICES LIMITED as at 31st March 2010 and the Profit and 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.
 
 2.  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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditors Report) Order, 2003 in
 terms of Sub-Section (4A) of Section 227 of the Companies Act, 1956,
 and according to the information and explanation given to us during the
 course of the audit and on the basis of such checks as we consider
 appropriate, we enclose in the Annexure a statement on the matters
 specified in Paragraphs 4 and 5 of the said Order.
 
 4.  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, Profit and Loss Account and Cash flow
 Statement dealt with by this report are in agreement with the books of
 account.
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow statement dealt with in this report comply with the
 accounting standards referred to in Sub-Section (3C) of Section 211 of
 the Companies Act, 1956.
 
 (v) On the basis of written representation received from the directors,
 as on 31st March 2010 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st March 2010
 from being appointed as a director in terms of Clause (g) of
 Sub-Section (1) of Section 274 of the Companies Act, 1956.
 
 (vi) Subject to the foregoing, in our opinion, and to the best of our
 information and according to the explanations given to us, the said
 accounts 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 31st March 2010;
 
 (b) in the case of 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 THE AUDITORS REPORT
 
 
 
 (Referred to in Paragraph 3 of our Report of even date on the accounts
 of ADVANCED MICRONIC DEVICES LTD.  for the year ended 31st March 2010)
 
 i. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) Physical verification of Fixed Assets is performed by the
 management in a regular programme for verification once in a year. In
 our opinion, the frequency of verification is reasonable, having regard
 to the size and the nature of its business.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 ii. (a) We are informed that the physical verifications of inventories
 except inventories lying with the third parties were conducted by the
 management at reasonable intervals. In our opinion, the frequency of
 verification is reasonable.
 
 (b) In our opinion, 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. According
 to the records produced to us, no discrepancies were noticed on
 verification between physical stocks and stock records.
 
 iii. (a) As per the explanation given to us the Company has given loans
 to the parties listed in the register maintained under Section 301 of
 the Companies Act, 1956, the rate of interest and other terms and
 conditions of such loans given are not prejudicial to the interest of
 the Company.
 
 (b) As per the explanation given to us the Company has taken loans from
 the parties listed in the register maintained under Section 301 of the
 Companies Act, 1956, and there was no payment of any interest by the
 Company during the year.
 
 iv. In our opinion, and according to the information and explanations
 given to us, there is adequate internal control procedure commensurate
 with size of the Company and the nature of its business for the
 purchase of inventory and assets and for the sale of goods. During the
 course of our audit we have not observed any continuing failure to
 correct major weakness in internal controls.
 
 v. (a) According to the information and explanation given to us, we are
 of the opinion that the transactions that need 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 of
 the Companies Act, 1956 and exceeding Rs.5,00,000 in respect of each
 party during the year have been made at prices which are reasonable
 having regard to the prevailing market price at the relevant time.
 
 vi. The Company has not accepted any deposits from the public within
 the meaning of Section 58A of the Companies Act, 1956.
 
 vii. In our opinion, the internal audit system in the Company during
 the year is adequate and commensurate to the size and the nature of the
 business of the Company.
 
 viii. To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under Section
 209 (1) (d) of the Companies Act, 1956, for any product of the Company.
 
 ix. On the basis of records produced before us, the Company is
 generally been regular in depositing undisputed statutory dues
 including Provident Fund, Employees State Insurance, Income Tax, Sales
 Tax, Customs Duty, Excise Duty and Service Tax. According to the
 information and explanations given to us, there are no undisputed
 amounts payable in respect of Provident Fund, Sales Tax, Customs Duty,
 Excise Duty and Service Tax, except Income Tax amounting to Rs.217.81
 Lacs, as per Note No.14 which are outstanding as on 31st March 2010 for
 a period of more than six months from the date on which they became
 payable.
 
 x. The Company has no accumulated losses and has not incurred cash
 losses during the current financial year and in the immediately
 preceding financial year.
 
 xi. During the year, the Company has taken additional Term Loan from
 Banks / Financial Institutions it has not defaulted in repayment of its
 dues to financial institutions and banks.
 
 xii. In our opinion and according to the information and explanations
 given to us, and based on the documents and records produced 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. In our opinion and according to the information and explanations
 given to us, the nature of activities of the Company does not attract
 any special status applicable to Chit-Fund and Nidhi / Mutual Benefit
 Fund / Societies, accordingly Clause 4 (xii) of the order is not
 applicable.
 
 xiv. In our opinion, the Company is not dealing or trading in shares,
 securities, debentures or other investments and hence, the requirement
 of Clause 4 (xiv) of the order is not applicable to the Company.
 
 xv. In our opinion and according to the information and explanations
 given to us, the terms and conditions on which the Company has not
 given guarantee for loans taken by its subsidiary from a bank or
 Financial Institutions, accordingly Clause 4(XV) of the order is not
 applicable.
 
 xvi. In our opinion and based on information and explanations given to
 us by the management, term loans have been applied for the purpose for
 which they were obtained.
 
 xvii. 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
 purpose. No long-term funds have been used to finance short-term assets
 except permanent working capital.
 
 xviii. 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. The Company has not issued debentures during the financial year.
 
 xx. The Company has not raised any money through a public issue during
 the year.
 
 xxi. On the basis of our examination and according to the information
 and explanations given by the management, we report that no fraud on or
 by the Company has been noticed or reported during the course of our
 audit.
 
 
 
                                      For ANAND AMARNATH & ASSOCIATES
 
                                           Chartered Accountants,
 
 
                                               B.K. Amarnath
 
                                                  Partner 
 
 Place: Bengaluru                              M.No.: 026536
 
 Date: 24th May 2010                         Firm No.: 000121S