We have audited the attached Balance Sheet of M/s. ASTRA MICROWAVE
 PRODUCTS LIMITED, as at 31st March, 2011 and also the Profit and Loss
 Account for the year ended on that date annexed thereto and the cash
 flow statement for the period ended on that date. These financial
 statements are the responsibility of the Companys management. Our
 responsibility is to express an opinion on thesefinancialstatements
 based on ouraudit.
 
 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 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 management, as well as evaluating the overall financial statement
 presentation. We believe that our audit
 providesareasonablebasisforouropinion.
 
 I.  As required by the Companies (Auditors Report) order, 2003 issued
 by the Central Government of India in terms of
 Sub-Section(4A)ofSection227oftheCompaniesAct,1956,wereportthat:
 
 i.  a.  The Company has maintained proper records, showingfull
 particulars, including quantitative details and situation of fixed
 assets.
 
 b.  The management has conducted the physical verification of fixed
 assets during the year under audit, which in our opinion, is reasonable
 having regard to the size of the Company and the nature of its assets.
 No materialdiscrepancies were noticed on such verification.
 
 c.The company has not disposed substantial part of the fixed as sets
 during the year under audit.
 
 ii.  a.  The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 b.  The procedures of physical verification of inventories followed by
 the management are 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. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 iii. The company has not taken any loans, secured or unsecured from
 companies,firmsoro ther parties covered in
 the register maintained U/Sec.30l of the Act. The company has not
 granted any loans, secured or unsecured to companies, firms or other
 parties covered in the register maintained U/Sec.30l of the Act. Hence
 the provisions of clause (b), (c), (d), (f) and (g) of paragraph 4(iii)
 of the Companies (Auditors Report) Order, 2003 are not applicable to
 the Company.
 
 iv. In our opinion and according to the information and explanations
 given to us, there is adequate internal control system commensurate
 with the size of the company and the nature of its business for the
 purchases of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any 
 continuing failure to correct major weaknesses in internal control 
 system.
 
 v. In respect of transactions covered under section 301 of the
 Companies Act, 1956: In our opinion and according to the information
 and explanations given to us, there are no transactions made in
 pursuance of contracts or arrangements that needed to be entered into
 in the register maintained under section 301 of the Companies Act,
 1956.
 
 vi.  The company has not accepted any deposits from the public.
 
 vii. In our opinion the company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii. According to the information and explanations given to us,
 maintenance of cost records U/Sec. 209(1) (d) the Companies Act,1956has
 not been prescribed bytheCentralGovernmentforthe company.
 
 ix. a. The company is regular in depositing with appropriate
 authorities undisputed statutory dues, including Provident Fund,
 Investor Education and Protection Fund, Employees State Insurance,
 Income Tax, Sales tax, Wealth Tax, Customs Duty, Excise Duty, Service
 Tax, Cess and other statutory dues applicable to it.
 
 b.  According to the information and explanations given to us no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection Fund, Employees State Insurance, Income Tax,
 Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax and Cess
 were in arrears, as at 31st March 2011 for a period of more than six
 months from the date they became payable.
 
 c.  According to the information and explanations given to us, there
 are no dues of Sales Tax, Income Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise Duty and Cess, which have not been deposited on account
 ofanydispute.
 
 x. The provisions of clause 4(x) of the Companies (Auditors Report)
 Order, 2003 are not applicable to the Company, since the company has no
 accumulated losses at the end of the financialyear.
 
 xi. In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues
 toafinancialinstitutionsand banks.
 
 xii. The company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and othersecurities.
 
 xiii. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual
 Benefit Fund/ Society. Therefore, the provisions of clause A(xiii) of
 the Companies (Auditors Report) Order, 2003 are not applicable to the
 Company.
 
 xiv. In our opinion, the company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
 2003 are not applicable to thecompany.
 
 xv. In our opinion, the terms and conditions on which the company has
 given guarantee for loans taken by subsidiary company from banks are 
 not prejudicial to the interest of the company.
 
 xvi. In our opinion.the term loans have been applied for the purpose 
 for which the ywereraised.
 
 Xvii. Accordingto the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we report
 that funds raised on short-term basis have not been used for long-term
 investment.
 
 xviii. According to the information and explanations given to us, the
 company has not made any preferential allotment of shares to the
 parties and companies covered in the register maintained U/Sec.30l of
 the Companies Act, 1956.
 
 xix. The company has not issued any debentures. Accordingly, the
 provisions of clause 4(xix) of the Companies (Auditors Report) Order,
 2003 are not applicable to the company.
 
 xx. The company has not raised any money by way of public issue during
 the year under audit. Accordingly, the provisions of clause 4(xx) of
 the Companies (Auditors Report) Order, 2003 regarding disclosure of
 the end use of money raised by public issue are not applicable to the
 company.
 
 xxi. Accordingto the information and explanations given to us, no fraud
 on or by the company has been noticed or reported duringthe course of
 ouraudit.
 
 II.  Subject to above comments and notes forming part of accounts we
 further state that:
 
 i. We have obtained all the information and explanations, which to the
 best of our knowledge and belief were
 necessaryforthepurposesofouraudit.
 
 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
 such books.
 
 iii. The Balance Sheet and the Profit & Loss Account referred to in
 this report are in agreement with the books of account.
 
 iv. In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the accountingstandards 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,
 and taken on record by the Board of Directors, we report that none of
 the Directors is disqualified as on 31st March, 2011 from
 beingappointed as Director in terms of clause (g) of sub-section (1)
 Section 274 of the Companies Act, 1956.
 
 vi. In our opinion and to the best of our information and according to
 the explanations given to us, the said Accounts give the information
 required by the Companies Act, 1956 in the manner so required, 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, 2011 and
 
 b.  In the case of the Profit & Loss Account, of the Profit for the
 year ended on that date and
 
 c.  In the case of Cash Flow Statement, of the Cash Flows for the year
 ended on that date.
 
                                                    For AMAR & RAJU
 
                                              Chartered Accountants
 
                                      Firm Registration No: 000092S
 
                                                    P.VENKATARAMANA
 Place : Hyderabad                                          Partner
 
 Date  : 27-04-2011                           Membership No: 203346