We have audited the attached Balance Sheet of AGARWAL HOLDINGS LIMITED,
 Mumbai as at 31st March, 2011 and also the Profit and Loss Account and
 the Cash Flow Statement for the year ended as 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 We report that:
 
 1.  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.
 
 2.  Further and subject 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 purpose 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 and 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 are in compliance with the
 Accounting Standards referred to in Sub-section (3C) of Section 211 of
 the Companies Act, 1956, in so far as they apply to the Company;
 
 (e) On the basis of written representations received from the
 directors, as on 31st March, 2011, and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a 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 accounts and Notes on 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, 2011;
 
 (b) In the case of Profit and Loss Account, of the Profit of the
 Company for the year ended as on that date; and
 
 (c) In the case of Cash Flow Statement, of the Cash Flow for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED
 31ST MARCH, 2011 OF AGARWAL HOLDINGS LIMITED
 (Referred to in paragraph 1 thereof)
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative
 
 details and situation of fixed assets.
 
 (b) The Fixed Assets have been physically verified by the management
 according to are regular programme of periodic verification in a phased
 manner which in our opinion is reasonable having regard to the size of
 the company and nature of fixed assets. The discrepancies notices on
 such physical verification were not material and provided for in the
 books of accounts of the company.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has not disposed of substantial part of fixed
 assets during the year and the going concern status of the Company is
 not affected
 
 2.  The Companys nature of operation does not require it to hold the
 inventories and hence this clause of the order is not applicable.
 
 3.  (a) According to the information and explanation given to us, the
 company has not granted any
 
 loans covered in the register maintained under section 301 of the
 Companies Act, 1956
 
 (b) There is no amount overdue for more than rupees one lakh.
 
 (c) The company has not taken any loans, secured or unsecured from
 companies, firms, or other parties covered in the register maintained
 under section 301 of the Act.
 
 4.  In our opinion, and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business with
 regards to sale of goods and services. During the course of our audit,
 no major weakness has been noticed in the internal controls.
 
 5.  There are no transactions that need to be entered into the register
 maintained under Section 301 of the Act.
 
 6.  During the year the Company has not accepted any deposits to which
 provisions of Section 58A, 58AA or any other relevant provisions of the
 Companies Act, 1956 and the rules framed there under would apply.
 
 7.  In our opinion, the company has an adequate internal audit system
 commensurate with the size and nature of its Business.
 
 8.  The Central Government has not prescribed maintenance of cost
 records under sub-section (1)(d) of Section 209 of the companies Act,
 1956 for any of the products of the Company.
 
 9.  According to the information and explanation given to us, there are
 no undisputed amounts payable in respect of Income Tax, Sales Tax,
 Wealth Tax, Custom Duty, Service Tax, Investor Education and Protection
 Fund, Excise Duty, Cess and any other statutory dues as at 31st March
 2011.
 
 10.  The Company has no accumulated losses at the end of the financial
 and it has not incurred cash losses in the current and immediately
 preceding financial year
 
 11.  The Company has neither taken any loan from banks and financial
 institutions nor issued any debentures.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  In our opinion the Company is not a chit fund or a nidhi / mutual
 benefit fund / society.  Therefore, the provisions of clause 4 (viii)
 of the companies (Auditors Report) order, 2003 are not applicable to
 the company.
 
 14.  The Company has maintained proper records of transaction and
 contracts in respect of Investments in securities and timely entries
 have been made therein. All Investments at the close of the year have
 been held in name of the company.
 
 15.  The Company has not given any guarantee for loans taken by others
 from bank or financial institutions.
 
 16.  The Company has not taken any term loans during the year.
 
 17.  The Company has not raised any funds during the year.
 
 18.  The Company has not made any preferential allotment of shares to
 parties or companies covered in the Register maintained under section
 301 of the Companies Act, 1956.
 
 19.  The company has not issued any debentures during the year.
 
 20.  During the year, the Company has not raised money by public
 issue(s).
 
 21.  Based upon the audit procedures performed and 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 M/s Gupta Saharia & Co.  
                                          Chartered Accountants
 
                                          (S.S. Rathi) Partner
 
                                          Membership No.: 73373 
                                          Firm Reg. No. 103446W
 
 Place: Mumbai 
 Date : 28.05.2011