1.  We have audited the attached balance sheet of Asahi Infrastructure
 & Projects Limited as at 31st March 2010, 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 conduct 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) (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 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 sheets, profit and loss account dealt with by this
 report are in agreement with the books of account.
 
 (iv) In our opinion, the balance sheet, profit and loss account 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 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.
 
 5.  In our opinion and to the best of our information and according to
 the explanation given to us, they 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 the profit and loss account, of the Loss for the
 period ended on that date.
 
 c) In the case of the Cash flow statement of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS Referred to in
 paragraph 3 of our report of even date, we state that:
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets on the basis of information available.
 
 (b) We are informed that fixed assets have been physically verified by
 the management during the year. There is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the company and the nature of its assets. No material
 discrepancies were noticed on such verification.
 
 (c) During the year the company has not disposed off a major part of
 fixed assets which has affected the going concern status of the
 company.
 
 (ii) (a) The stock of finished goods held as stock –in-trade have been
 physically verified by the management at reasonable intervals during
 the year. In our opinion, frequency of the verification is reasonable.
 
 (b) In our opinion and according to the information and explanation
 given to us, 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 explanation
 given to us the company is maintaining proper records of inventory. No
 material discrepancies were noticed on physical verification between
 physical stock and book records.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured
 to from companies, firms or other parties Covered in register
 maintained under section 301 of the Companies Act, 1956 and as such
 clauses (iii)(a) to (iii)(d) are not applicable.  
 
 (b) The Company has not taken any loan secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under section 301 of the companies Act, 1956 and as such clauses
 (iii)(e) to (iii)(g) are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, we have
 not observed any continuing failure to correct major weaknesses in
 internal controls.
 
 (v) (a) According to the information and explanations 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 have been made at prices which are reasonable
 having regard to prevailing market prices at the relevant time.
 
 (vi) The company has not accepted any deposits during the year &
 consequently the provision of section 58A and 58AA of the companies Act
 1956 and the rules framed there under are not applicable.
 
 (vii) In our opinion, the company has reasonable internal audit system
 commensurate with the size and nature of its business.
 
 (viii) According to the information and explanation given to us the
 maintenance of Cost Record has not been prescribed by the central
 Government u/s 209(1)(d) of the Companies Act, 1956 for any of the
 activities of the company.
 
 (ix) (a) According to the information and explanation given to us the
 company is generally regular in depositing with appropriate authorities
 an undisputed statutory dues including income tax, sales tax, wealth
 tax, service tax, custom duty, excise duty, cess and other material
 statutory dues applicable.
 
 (b) According to the information and explanation given to us, no
 undisputed amount payable in respect of sales tax, income tax, customs
 duty, wealth tax, service tax, excise duty and cess were in arrears, as
 at 31st March, 2010 for a period of more than six months from the date
 they became payable .
 
 (x) The accumulated losses of the company are not more than fifty
 percent of its net worth. The company has not incurred cash losses
 during the current and immediately preceding year.
 
 (xi) According to the information and explanations provided to us the
 company does not have any outstanding dues to financial institutions.
 
 (xii) In our opinion and according to the information and explanations
 provided 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.
 
 (xiii) In our opinion and according to the information and explanations
 provided to us the nature of activities of the company does not attract
 any special statute applicable to Chit Fund And Nidhi/ Mutual Benefit
 Fund / Society
 
 (xiv) The company has maintained proper records for dealing in shares &
 debentures and timely entries have been made therein. All shares,
 debentures and other securities have been held by the company in its
 own name except to the extent of the exemption granted under section 49
 of the Companies Act,1956, and save for certain shares which are either
 lodged for transfer or held with transfer forms.
 
 (xv) In our opinion and according to the information and explanations
 provided to us the company has not given any guarantee for loans taken
 by others from banks or financial institutions.
 
 (xvi) The company has taken term loan for vehicle during the year
 
 (xvii) According to the information and explanations provided to us and
 cash flow statement and other records of the company examined by us, we
 report that the company has not raised funds, short term or long term
 during the year
 
 (xviii) During the year the company has not made any preferential
 allotment of shares to parties or companies covered in the register
 maintained u/s 301 of the Companies Act 1956.
 
 (xix) The company has not issued any debentures till date.
 
 (xx) The company has raised money through public issue during the year.
 
 (xxi) According to the information given to us, no fraud on or by the
 company has been noticed or reported during the course of our audit.
 
 For B. M. GATTANI & CO.  
 CHARTERED ACCOUNTANTS
 
 B. M. GATTANI
 PROPRIETOR
 
 Place: Mumbai
 Date