1.  we have audited the attached Balance Sheet of AQUA LAND (IHDIA)
 LIMITED as at 31st March, 2009 and also the Profit and Loss Account and
 the Cash Fiow Statement 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 Auditing Standards
 generally accepted \n India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of any materia! misstatement, An audit
 includes, examining on a test basis, mdmce 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
 statements presentation We believe that our audit provides a reasonable
 basis for our opinion,
 
 3.  As required by th& Companies (Auditors Report) Order, 2003 and
 amended by (Amendment ) Order , 2004 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,
 
 4.  Further to our comments in the Annexure referred to above, we
 report
 
 (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 accounts 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 comply with the accounting
 standards referred to In sub-section (30) of section 211 of the
 Companies Act, 1956;
 
 (e) On the baste of written representations received from the Directors
 as on 31st March, 2009, and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2009, 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 said accounts read together 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:
 
 (I) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2009;
 
 (ii) in the case of the Profit and loss Profit for the year ended on
 that date ; and 
 
 (iii) In the case of the Cash Flow Statement, of the cash Hows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 Referred to in paragraph 3 of our report of even date 1 in respect of
 its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management at reguiar intervals by the Company, which in our
 opinion is reasonable having regard to the size of the Company and the
 nature of its assets. According to the information and expianations
 given to us, no materia! discrepancies were noticed on such
 verification
 
 (c) The Company has not disposed off any substantia! part of its fixed
 assets so as to affect its going concern.
 
 2, In respect of Its inventories:
 
 (a) As exploited to us, inventories have been physicaify verified
 during the year by the management at reasonable intervals.
 
 (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 has maintained proper records of its
 inventories and no material discrepancies were noticed on such physical
 verification.
 
 3.  According to the information and explanations given to us, in
 respect of loans, secured or unsecured, granted or taken by the Company
 to / from companies, firms or other parties covered in the Register
 maintained under section 301 of the Companies Act, 1950;
 
 (a) The Company has not granted any loans to companies, firms or other
 parlies covered in the Register maintained under section 301 of the
 Companies Act 1966.
 
 (b)The Company has taken unsecured loans aggregating to Rs. 25.40 Sacs
 from one company covered In the Register maintained under section 301
 of the Companies Act, 1956
 
 (c) The rate of interest and other terms and conditions on which loans
 have been taken by the Company are not prima facie, prejudicial to the
 interest of the Company
 
 4.  in our opinion and according to the information and explanations
 given to us, there is adequate Interna! control system commensurate
 with the size of the Company and the nature of its business, for the
 purchase of inventory and fixed assets and for the safe of goods and
 services.
 
 5.  in respect of transactions entered In the Register maintained under
 section 301 of the Companies Act, 1956:
 
 (a) in our opinion and to the best of our knowledge and belief and
 according to the information and explanations given to us, there are no
 such transactions the particulars of contracts or arrangements referred
 to in section 301 of the Act have been entered in the register required
 to be maintained under that section and
 
 (b) In our opinion and according to the information and explanations
 given to us, there are no such transactions made in pursuance of such
 contracts or arrangements have been made during the year.
 
 6.  in our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of section 58
 A, 68 AA or any other relevant provisions of the Companies Act. 1956
 and the Rules framed there under and the directives issued by the
 Reserve Bank of India, where applicable, with regard to the deposits
 accepted from the public,
 
 7.  in our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  in our opinion and according to the information and explanations
 given to us, the Centra! Government has not prescribed the maintenance
 of records under clause (d) sub section (1) of section 20Sof the
 Companies Act.  1956, In respect of any of the products of the fef,
 Company.
 
 9.  In respect of statutory dues;
 
 (a) According to the records of the Company, ft has been regular In
 depositing undisputed statutory dues Including provident fund,
 employees state insurance, investor education and protection fund,
 income tax, sales tax, wealth tax, service tax, custom duty, excise
 duty, cess and other statutory dues with the appropriate authorities
 during the year,
 
 According to the information and explanations given to us, no
 undisputed amounts payable m respect of aforesaid dues were outstanding
 as at 31st March, 2009 for a period of more than six months from the
 date of becoming payable,
 
 10.  The Company has no accumulated losses as at the end of the
 financial year and the Company has not incurred cash losses during the
 current and the immediately preceding financial year
 
 11.  Based on our audit procedure and on the basis of the information
 and explanations given by the management, we are of the opinion that
 the Company has not defaulted in the repayment of dues to financial
 institutions and banks. The Company does not have any borrowings by way
 of debentures,
 
 12.  in our opinion and according to the Information and explanations
 given to us, no ioans and advances have been granted by the Company 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, clause 4(xiii) of the Companies
 (Auditors Report} Order 2003 is not applicable to the Company
 
 14.  The Company is not dealing in securities. However, in respect of
 its investments the Company has maintained proper records of the
 transactions and contracts as well as timely entries have been made
 therein. These investments have been held by the Company in its own
 name.
 
 According to the information and explanations given to us, the Company
 has not given any guarantee for loans taken by others (except for
 wholly owned subsidiary) from banks or financial institutions.
 
 16.  On the basis of the records examined by us, we have to stale that,
 the Company has, prima facie, applied the term loan for the purpose for
 which It was obtained
 
 17.  According to the Cash Flow Statement and other records examined by
 us and the information and explanations given to us, on an overall
 examination of the financial statements of the Company, we are of the
 opinion that, funds raised on short term basis have prima facte not
 been used during the year for long term investment,
 
 18.  The Company has not made any preferential allotment of shares
 during the year.
 
 19.  No debentures have been issued by the Company during the year
 
 20.  The Company has not raised any money by way of public Issue during
 the year,
 
 21.  To the best of our toiowtedge and belief and according to the
 Information and explanations given to us, no fraud on or by the Company
 has been noticed or reported by the Company during the year,
 
 
 
                                              For BANSAL AND ASSOCIATES
                                                  Chartered Accountants
                                                          (S.K.Bansai)
                                                            Proprietor.
                                                           M.No. 12288
 
 PLACE: MUMBAI
 DATE; 25th August 2009