1.  We have audited the attached Balance Sheet of Ascent Exim (India)
 Limited as at October 31, 2011 and also the Profit and 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.
 
 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 (as
 amended) 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 sheet and profit and loss account dealt with by this
 report are in agreement with the books of account;
 
 iv.  I n our opinion, the balance sheet and 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 the written representations received from the
 directors, as on October 31, 2011 and taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 October 31, 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. I n our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 October 31, 2011;
 
 b) in the case of the profit and loss account, of the Loss for the year
 ended on that date.
 
 c) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors'' Report of even date to the members of ASCENT
 EXIM (INDIA) LIMITED, on the financial statements for the year ended
 31st October, 2011
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the financial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report that:
 
 i. (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its Fixed
 Assets.
 
 (b) According to the information and explanations given to us, the
 Fixed Assets have been physically verified by the management during the
 year, and no material discrepancies were noticed on such verification
 with book records.
 
 (c) The company has not disposed off any major part of the Fixed
 Assets, so as to affect its going concern.
 
 ii.  (a) The inventories have been physically verified by the
 management at reasonable intervals during the year.
 
 (b) The procedure followed by the management for physical verification
 of stock is reasonable and adequate in relation to the size of the
 Company and nature of its business.
 
 (c) The Company is maintaining proper records of inventory and the
 discrepancies, not material, between the physical verification as
 compared to book stock have been properly dealt with in books of
 account.
 
 iii. The Company has not granted/taken any loans, secured or unsecured
 to/from companies, firms or other parties covered in the register
 maintained under section 301 of the Companies Act 1956. Therefore the
 provisions of clause 4(iii) (b) to (g) of the Companies (Auditor''s
 Report) Order, 2003(as amended) are not applicable to the Company.
 
 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 the purchase of raw material, stores, spare
 parts, plant and machinery, equipment, other assets and for sale of
 goods. During the course of our audit, we have not observed any
 continuing failure to correct major weaknesses in internal control
 procedures.
 
 v.  According to the information and explanations given to us, the
 Company has not entered into contracts or arrangements referred to in
 section 301 of the Act. Accordingly, the provisions of clause 4(v) of
 the Companies (Auditors Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 vi.  The Company has not accepted any deposits from the public within
 the meaning of sections 58A and 58AA of the Act and the C ompanies
 (Acceptance of Deposits) Rules, 1975. Therefore, the provisions of
 clause 4 (vi) of the Companies (Auditor''s Report) Order, 2003 (as
 amended) are not applicable to the Company.
 
 vii. The provisions of internal audit are applicable to the company but
 it is not having any internal audit system.
 
 viii.  The Central Government has not prescribed maintenance of cost
 records under section 209 (1) (d) of the companies act, 1956 for any of
 the products of the company. Therefore, the provisions of clause 4
 (viii) of the Companies (Auditor''s Report) Order, 2003 (as amended) are
 not applicable to the Company.
 
 ix.  (a) According to the records of the Company, undisputed statutory
 dues including, Investor Education and Protection Fund, Income Tax, 
 Wealth Tax, Customs Duty, cess and other statutory dues have been 
 regularly deposited with appropriate authorities. According to the 
 information and explanations given to us, no undisputed amounts payable 
 in respect of the aforesaid dues were outstanding as at 31st October, 
 2011.
 
 (b) According to the information and explanations given to us, disputed
 dues in respect of provident fund, investor education and protection
 fund, employees'' state insurance, income-tax, wealth-tax, service tax,
 sales-tax, customs duty, excise duty, cess and other statutory dues
 amounting to Rs.23,72,016 ,which were outstanding at the year end for a
 period of more than six months from the date they became payable.
 
 x.  The company has accumulated losses of Rs 1,45,11,225 as at 31st
 October 2011.The company has also incurred cash losses immediately
 preceding financial year.
 
 xi.  The Company does not have any dues to financial institutions,
 banks or debenture holders.  Therefore the provisions of clause 4 (xi)
 of the Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the company.
 
 xii. According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 xiii.  In our opinion, the Company is not Chit Fund or Nidhi Mutual
 Benefit Fund/Society.  Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 xiv. In our opinion, the Company is dealing in or trading in shares,
 securities, debentures and other investments. Therefore, the provisions
 of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 (as
 amended) are applicable to the Company.
 
 xv.  The company has not given any guarantee for loans taken by others
 from financial institutions/banks. Therefore, the provisions of clause
 4 (xv) of the Companies (Auditor''s Report) Order, 2003 (as amended) are
 not applicable to the Company.
 
 xvi. The Company did not have any term loans outstanding during the
 year. Therefore, the provisions of clause 4 (xvi) of the Companies
 (Auditors'' Report) Order, 2003 (as amended) are not applicable to the
 company.
 
 xvii.  In our opinion, no funds raised on short-term basis have been
 used for long-term investment.
 
 xviii.  The Company has not made any preferential allotment of shares
 to parties covered in the register maintained under Section 301 of the
 Companies Act, 1956. Therefore, the provisions of clause 4 (xviii) of
 the Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the company.
 
 xix. The Company has neither issued nor had any outstanding debentures
 during the year.  Therefore, the provisions of clause 4 (xix) of the
 Companies (Auditors'' Report) Order, 2003 (as amended) are not
 applicable to the company.
 
 xx.  The Company has not raised any money by public issue during the
 year. Therefore, the provisions of clause 4 (xx) of the Companies
 (Auditors'' Report) Order, 2003 (as amended) are not applicable to the
 company.
 
 xxi. In our opinion and according to the information and explanations
 given to us, no fraud by/against the company has been noticed or
 reported during the year.
 
 For NGS & Co. 
 
 Chartered Accountants
 
 Sd/-
 
 Ganesh Toshniwal
 
 Partner
 
 Membership No. 046669
 
 Place: Mumbai
 
 Date : 31.01.2012