1.  We have audited the attached Balance Sheet of M/ s. AISHWARYA
 TELECOM LIMITED as at 31st March, 2011 and also the Profit and Loss
 Account and Cash flow statement 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.
 
 2.  We 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4 A) of
 section 227 of the Companies Act, 1956 of India (the Act) and on the
 basis of such checks as we considered appropriate and according to the
 information and explanations given to us, we set out 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 in paragraph 3
 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 and Cash flow
 statement 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 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;
 
 (v) 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;
 
 (vi) In our opinion to the best of our information and according to the
 explanations given to us, the said accounts together with the notes
 thereon and attached thereto give in the prescribed manner the
 information required by the Companies Act, 1956 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 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 THE 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) The fixed assets of the company have been physically verified by
 the management during the year as per a programme of verification,
 which in our opinion is reasonable having regard to the size of the
 company and the nature of its fixed assets. No material discrepancies
 were noticed on such verification.
 
 (c) In our opinion and according to the information and explanations
 given to us, during the year, the company has not disposed off any
 substantial part of its fixed assets so as to affect its going concern.
 
 2.  (a) The stocks of finished goods and raw materials of the company
 have been physically verified by the management during 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 inventory
 followed by the management are reasonable and adequate in relation to
 the size of the company and the nature of its business.
 
 (c) On the basis of our examination of records of inventory, in our
 opinion, the company has maintained proper records of inventory. The
 discrepancies noticed on physical verification between the physical
 stocks and the book records were not material.
 
 3.  (a) The company has not granted any loans, secured or unsecured to
 companies, firms or other parties covered in the register maintained
 u/s.301 of the Companies, Act, 1956.
 
 (b) The company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 u/s.301 of the Companies, Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchase of stores, raw materials including components, Plant &
 Machinery, equipment and other assets and with regard to the sale of
 goods and services.  Further, on the basis of our examination and
 information and according to the explanations given to us, we have
 neither come across nor have we been informed of any instance of major
 weaknesses in the aforesaid internal control system.
 
 5.  (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 that need to be entered into the Register maintained under section 301
 of the Act, have been so entered.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the company has not made any contracts or arrangements
 that need to be entered in the register maintained under section 301 of
 the Act, and exceeding the value of five lakh rupees in respect of any
 party during the year.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from the public
 to which the provisions of sections 58A, 58AA or any other relevant
 provisions of the Companies Act, 1956 and the rules framed there under
 are applicable.
 
 7.  The company has an internal audit system. In our opinion, the scope
 and coverage of internal audit is commensurate with the size and nature
 of its business.
 
 8.  The maintenance of cost records has not been prescribed by the
 Central Government under clause (d) of sub-section (1) of section 209
 of the Companies Act, 1956.
 
 9.  (a) The company is generally regular in depositing with the
 appropriate authorities undisputed statutory dues including provident
 fund and employee''s state insurance, income tax, sales tax, wealth tax,
 service tax, custom duty, excise duty, cess and other material
 statutory dues as applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax sales tax, customs duty, excise duty and cess were in
 arrears, as at 31st March, 2011 for a period of more than six months
 from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of sales tax, income tax, customs duty, wealth tax, service
 tax, excise duty and cess, which have not been deposited on account of
 any dispute except for the following dues outstanding of sales-tax on
 account of disputes:
 
 Name of Statute   Nature of   Amount (in  Period     Forum where
                   Dues         Rs Lakhs)  for which  dispute is  
                                           amount     pending
                                           relates
 
 AP VAT Act,       Sales tax        19.06  2003-04    Andhra Pradesh 
 2005                                                 Sales Tax
                                                      Appellate 
                                                      Tribunal
 
 Income Tax Act,   Income tax      178.15  2007-08    The Commissio
 1961                                                 -ner of Income 
                                                      Tax Appeals-II
 
 10.  The company has neither accumulated losses as on 31.03.2011 nor
 has it incurred any cash losses during the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the information and explanations given to us, we are
 of the opinion that the company has not defaulted in repayment of dues
 to financial institutions, banks or debenture holders.
 
 12.  The company has not granted any 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(xiii) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to this
 company.
 
 14.  The company has maintained proper records of the transactions and
 contracts in respect of investments and timely entries have been made
 therein. All the investments have been held by the company in its own
 name.
 
 15.  The company has not given any guarantees for loans taken by
 others, from banks or financial institutions, the terms and conditions,
 whereof, in our opinion, are prima facie prejudicial to the interest of
 the company.
 
 16.  In our opinion and according to the information and explanations
 given to us and on an overall examination, no term loans have been
 availed by the company during the year.
 
 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.  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 Act, 1956.
 
 19.  According to the information and explanations given to us, during
 the period covered by our audit report, the company has not issued any
 debentures.
 
 20.  According to the information and explanations given to us, the
 management has disclosed the end use of the money raised by the Company
 by public issue of the equity shares and the same have been verified by
 us.
 
 21.  According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 course of our audit.
 
                                        For RAMANA REDDY & ASSOCIATES
                                                CHARTERED ACCOUNTANTS
                                               Firm Regn. No. 003246S
 
 
 PLACE: HYDERABAD                             (CA. RAMANA REDDY A.V.)
 DATE : 22.08.2011                                            PARTNER
                                                Membership No. 024329