We have audited the attached Balance Sheet of ARONI COMMERCIALS LIMITED
 (The Company) as at 31st March 2011 and also the Profit & Loss
 Account 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.
 
 1.  We have 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 2.  As required by the Companies (Auditor''s Report) order, 2003, issued
 by the Central Government of India in terms of sub-section (4A) of
 section 227 of the Companies Act, 1956,(The Act) we enclose in the
 Annexure a statement on the matters, specified in Paragraphs 4 and 5 of
 the said order.
 
 3.  Further to our comments, we report that:
 
 a) We have obtained all 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 and the Profit & Loss Account dealt with by this
 report are in agreement with the books of account;
 
 d) In our opinion, the Balance Sheet and Profit and Loss Account comply
 with the requirements of the accounting standards referred to in
 sub-section (3C) of Section 211 of the Act.
 
 e) on the basis of written representations received from the director''s
 of the company as at 31st March, 2011 and taken on record by the Board
 of Director''s, we report that no director is disqualified from being
 appointed as director of the company under clause (g) of sub- section
 (1) of section 274 of the Act.
 
 f) in our opinion and to the best of our information and according to
 the explanation given to us, the said accounts read together with the
 notes thereon, give the information required by the Act 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, 2011.
 
 (ii) In the case of the Profit & Loss Account, of the profit for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT *
 
 (* Referred to in paragraph 2 of our Report of even date on the
 accounts of Aroni Commercials Limited for the year ended 31st March,
 2011)
 
 1.  (a) The company has made available the fixed asset register showing
 full particulars including quantitative details and situation of fixed
 asset.
 
 (b) All the fixed assets have been physically verified by the
 management during the year at reasonable intervals, which in our
 opinion is quit reasonable. There was no material discrepancies were
 noticed on such verification.
 
 (c) The Company has not disposed off substantial part of fixed assets.
 
 2.  (a) Physical verification has been conducted by the management at
 reasonable intervals in respect of shares and securities.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of stocks 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 is maintaining proper record of inventories. No
 material discrepancies were noticed on verification between the
 physical stocks and book records.
 
 3.  In respect of the 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, 1956:
 
 (a) The company has given loans to two companies covered in the
 register maintained under section 301 of the Companies Act, 1956. The
 maximum balance outstanding at anytime during the year of those loans
 was Rs. 51.56 Lacs and the year-end balance was Rs. 0.01 Lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest, as applicable, and other terms and
 conditions on which loans have been given are not prima-facie
 prejudicial to the interest of the company.
 
 (c) In respect of loan given by the company, the payment of interest
 and principal amounts are payable on demand, and therefore the question
 of overdue amounts does not arise.
 
 (d) In respect of the loans given by the Company, these are repayable
 on demand, and therefore the question of overdue amount does not arise.
 
 (e) The Company has not taken any unsecured loan during the year.
 
 (f) In our opinion and according to the information and explanations
 given to us the rate of interest wherever applicable and other terms
 and conditions on which loans have been given are not prima facie
 prejudicial to the interest of the company.
 
 (g) During the year company has not taken any loan, therefore question
 of payment of the principal amount and interest does not arise.
 
 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 regard
 to purchase of inventory and fixed assets and with regard to the sale
 of goods and services. During the course of our audit, no major
 weakness has been noticed in the internal control in respect of these
 areas.
 
 5.  (a) According to the information and explanations given to us,
 transactions that need to be entered into the register maintained in
 pursuance of 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 the contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 have been made at prices which are reasonable
 prices having regard to prevailing market prices at the relevant time.
 
 6.  The company has not accepted any deposit from the public within the
 meaning of section 58A and 58AA of the Companies Act, 1956 and the
 rules framed thereunder.
 
 7.  In our opinion the company has adequate internal audit system
 commensurate with its size and nature of its business.
 
 8.  The company is not required to maintain cost records as per
 provisions of section 209(1) (d) of the Companies Act, 1956.
 
 9.  (a) As explained to us, the statutory dues payable by the Company
 comprises mainly of income- tax, sales tax, wealth tax and excise duty.
 According to the records of the Company and information and
 explanations given to us, the Company has been regularly depositing the
 aforesaid undisputed statutory dues with the appropriate authorities.
 There are no undisputed statutory dues as referred to above as of
 March, 2011 outstanding for a period of more than six months from the
 date they become payable.
 
 (b) According to the information and explanations given to us and
 records of the Company, the following are the particulars of disputed
 dues on account of income tax, excise duty, custom duty and sales tax
 matters that have not been deposited by the Company as at 31st March,
 2011:-
 
 Sr  Name of the    Nature of the Due           Amount   Period to
 No. Statute                                        Rs   which the
                                                         amount 
                                                         relates
 
 1   Madhya         Sales Tax Liabilities    80,22,602   Assessment 
     Pradesh        due to rejection of                  Year 1996- 
     Sales Tax      C Forms & Pending                  97
     Act            C Forms
 
 2   Madhya         Sales Tax Liability         10,906   Assessment 
     Pradesh        due to disallowance                  Year  1998- 
     Sales Tax      of Rate  Discount & 
     Act            Credit Note 99
 
 
 
 3.  Income Tax     Income Tax             3,86,53,409   Assessment
     Act                                                 Year 2005-
                                                         06
 
 Name of the       Forum          Amount         Remark
 Statute           where the      Paid under 
                   dispute is     Protest / 
                   pending        Refund
                                  Adjusted 
                                  (Rs)
 
 Madhya            Deputy         -              No Change in
 Pradesh           Commissi-                     Status during the
 Sales Tax         oner of                       year.
 Act               Commercial 
                   Tax
 
 Madhya            -              -              No Change in 
 Pradesh                                         Status during the 
 Sales Tax Act                                   year.
 
 Income Tax        CIT            28,26,657      Appeal Pending
 Act               (Appeals),     (Refund        with CIT (Appeals)
                   Mumbai         Adjustment)
 
 10.  The company does not have accumulated loss at the end of financial
 year and has not incurred cash losses in the financial year covered by
 our audit and in the immediate preceding financial year.
 
 11.  According to the records of Company examined by us and on the
 basis of information & explanations given to us, the Company has not
 defaulted in the repayment of dues to financial institutes, banks,
 Debenture holder during the year.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced 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. Therefore, the provisions of
 clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 13.  In our opinion, the company is no a chit fund or a nidhi / mutual
 benefit fund/ society. Therefore provisions of clause 4(xi) of the
 Companies (Auditor''s Report) Order,2003 are not applicable to the
 company.
 
 14.  Based on our examination of the records and evaluations of the
 related internal controls, we are of the opinion that proper records
 have been maintained of the transactions and contracts relating to
 shares, securities and other investments dealt in by the Company and
 timely entries have been made in the records. We also report that the
 Company has held the shares, securities and other investments in its
 own name.
 
 15.  According to the information and explanations and given to us, the
 Company has not given any guarantee for loan taken by others from bank
 or financial institutions. Therefore provisions of clause 4(xv) of
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 16.  During the year company has not taken any new Term Loan & Term
 Loan taken by company in previous years has been utilized for the
 purpose for which it is obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet, we report that no fund
 raised on short-term basis has been used for long term investment.
 
 18.  The company has not issued any preferential allotment of shares
 during the year. Therefore, provisions of clause 4(xviii) of the
 Companies (Auditor''s Report) Order, 2003 are not applicable to the
 company.
 
 19.  The company has not issued any debentures. Therefore, provisions
 of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are
 not applicable to the company.
 
 20.  The company has not raised any money by way of public issue during
 the year. Therefore, provisions of clause 4(xx) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 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 LALIT MEHTA ASSOCIATES 
                                                CHARTERED ACCOUNTANTS 
                                       Firm Registration No.  105568W
 
 PLACE  MUMBAI 
 DATED  28-5-2011