1.  We have audited the attached Balance Sheet of ASIAN STAR COMPANY
 LIMITED as at 31st March, 2012, 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 whether the Financial
 Statements are free of material misstatements. 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by Companies (Auditor''s Report) (Amendment) Order, 2004
 (together ''the order''), 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:
 
 a) 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.
 
 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, 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 the sub-section (3C) of Section 211 of the
 Companies Act, 1956
 
 e) On the basis of written representations received from the Directors,
 as on 31st March 2012 and taken on record by the Board of Directors, we
 report that none of the Directors of the Company is disqualified as on
 31st March, 2012 from being appointed as a Director in terms of clause
 (g) of subsection (1) of section 274 of Companies Act, 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanation given to us, they 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 the affairs of the
 Company as at 31st March, 2012 ;
 
 ii) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date ; and
 
 iii) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 Re: Asian Star Company Limited
 
 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) As explained to us, all the assets have been physically verified by
 the Management at the end of the accounting year and no material
 discrepancies were noticed on physical verification as compared to the
 book records.
 
 c) The assets disposed off during the year are not significant and
 therefore do not affect the going concern assumption.
 
 2.  a) The stocks of finished goods and raw materials have been
 physically verified by the management at the end of the accounting
 year.
 
 b) In our opinion, and according to the information and explanations
 given to us, the procedures of physical verifications of stocks
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 c) In our opinion the Company has maintained proper records of
 inventory. No material discrepancies were noticed on physical
 verification as compared to the book records.
 
 3.  a) The Company has granted loans to one company covered in the
 register maintained under Section 301 of the Act. The maximum amount
 involved during the year was Rs.381.41 Lacs and the yearend balance
 was Rs.381.41 Lacs.
 
 b) These loans are unsecured, interest free and unconditional.
 
 c) The principal amounts are repayable on demand and there is no
 repayment schedule.
 
 d) There is no overdue amount. In view of this sub clause (d) of this
 clause is not applicable.
 
 e) 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 Act excepting unsecured loan from five of it''s
 Directors.  The maximum amount involved during the year was Rs.5,764
 Lacs and the yearend balance of loans taken was Rs.5,317 Lacs.
 
 f) These loans are unsecured, interest free and unconditional.
 
 g) The principal amounts are repayable on demand and there is no
 repayment schedule.
 
 4.  In our opinion and according to the information and explanations
 given to us, the company has an adequate internal control system
 commensurate with the size of the Company and the nature of its
 business with regard to purchases of inventory and fixed assets and
 also for sale of goods and services. During the course of our audit, no
 major weaknesses were noticed in the internal control system.
 
 5.  a) In our opinion and according to the information and explanations
 given to us, we are of the opinion that the contracts or arrangements
 that need to be entered into the register maintained under Section 301
 have been properly entered in the said register.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions entered in the register maintained under
 Section 301 in respect of each party have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time and as per the Company''s business need and exigencies.
 
 6.  In our opinion and according to the information and explanations
 given to us the Company has not accepted any deposits from the public
 within the meaning of the directives issued by the Reserve Bank of
 India and provisions of Section 58A and 58AA or any other relevant
 provisions of the Companies Act, 1956 and rules framed there under.
 
 7.  In our opinion the Company has internal audit system commensurate
 with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 company pursuant to the Rules made by the Central Government for the
 maintenance of cost records under section 209(1 )(d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained.
 
 9.  a) According to the records of the Company and as per information
 and explanation given to us, the Company is generally regular in
 depositing with appropriate authorities undisputed amount of Provident
 Fund, Investor Education and Protection Fund, Employee''s State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty,
 Excise Duty, Cess and other statutory dues applicable to it and there
 were no undisputed dues outstanding as on 31st March, 2012 for a period
 of more than six months from the date they become payable.
 
 b) In our opinion and according to the information and explanation
 given to us, there are no dues in respect of Sales Tax, Income Tax,
 Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess that have
 not been deposited on account of any dispute.
 
 10.  The Company neither has any accumulated losses at the end of the
 financial year nor it has incurred any cash loss during the financial
 year or immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanations
 given to us the Company has not defaulted in repayment of dues to any
 Financial Institution or Bank.
 
 12.  In our opinion and 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 or other
 securities
 
 13.  The Company is not a chit/nidhi/mutual benefit fund/society and
 hence clause (xiii) of the Order is not applicable.
 
 14.  In our opinion, the Company has maintained proper records of
 transactions and contracts in respect of dealing or trading in shares,
 securities and other investments and timely entries have been made
 therein. All shares and other investments have been held by the Company
 in its own name except for shares held in accordance with exemption
 provided under section 49 (3) of the Companies Act, 1956.
 
 15.  In our opinion and according to the information and explanations
 given to us, the guarantee given by the Company in respect of loans
 taken by others from bank, the terms and conditions thereof is not
 prejudicial to the interest of the Company.
 
 16.  According to the information and explanations given to us, the
 term loan has been applied for the purpose for which they were raised.
 
 17.  In our opinion and according to the information and explanations
 given to us the short term funds raised by the Company have not been
 used for long term investment.
 
 18.  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.
 
 19.  The Company has not issued any debentures during the financial
 year.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 21.  In our opinion and according to the information and explanations
 given to us no fraud on or by the Company has been reported during the
 year.
 
                                          FOR V. A. PARIKH & ASSOCIATES
 
                                                  Chartered Accountants 
 
                                                         FRNo : 112787W
 
                                                         JINESH J. SHAH
 
 Place : Mumbai                                                 Partner
 
 Date : May 28, 2012                              Membership No. 111155