We have audited the attached Balance Sheet of M/s. ASTRA MICROWAVE
 PRODUCTS LIMITED, as at 31st March, 2012, the Profit and Loss Statement
 and the Cash Flow Statement for the year ended on that date annexed
 thereto and the cash flow statement for the period 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.
 
 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.
 
 I.  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, we report that:
 
 i) In respect of its fixed assets:
 
 a) The Company has maintained proper records, showing full particulars,
 including quantitative details and situation of fixed assets on the
 basis of available information.
 
 b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodical manner, 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
 physical verification.
 
 c) In our opinion, the company has not disposed off a substantial part
 of its fixed assets during the year and the going concern status of the
 company is not affected.
 
 ii) In respect of its inventories:
 
 a) The inventories have been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 b) In our opinion and according to the information and explanations
 given to us, 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 has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 iii) In respect of 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:
 
 The company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 U/Sec.301 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.301 of the Act. Hence the provisions of clause (b),
 (c), (d), (f) and (g) of paragraph 4(iii) of the Companies (Auditor''s
 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 the contracts or arrangements referred to in 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) According to the information and explanations given to us, the
 company has not accepted any deposits from the public. Therefore, the
 provisions of Clause (vi) of paragraph 4 of the Order are not
 applicable to the Company.
 
 vii) In our opinion the company has an internal audit system
 commensurate with the size and nature of its business.
 
 viii) The Central Government has prescribed maintenance of cost records
 under Section 209 (1) (d) of the Companies Act, 1956. We have broadly
 reviewed the accounts and records of the company in this connection and
 are of the opinion, that prima facie, the prescribed accounts and
 records have been made and maintained. We have not, however, carried
 out a detailed examination of the same.
 
 ix) In respect of statutory dues:
 
 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, Service Tax, Customs Duty, Excise Duty, 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, Service Tax, Customs Duty, Excise Duty, and Cess
 were in arrears, as at 31st March 2012 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 of
 any dispute.
 
 x) The Company does not have accumulated losses at the end of the
 financial year. The company has not incurred cash losses during the
 financial year covered by the audit and in the immediately preceding
 financial year.
 
 xi) Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the company has
 not defaulted in repayment of dues to a financial institutions, banks
 and debenture holders.
 
 xii) In our opinion and according to the explanations given to us and
 based on the information available no loans and advances have been
 granted by the company on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 xiii) In our opinion, the Company is not a Chit Fund / Nidhi / Mutual
 Benefit Fund / Society.
 
 Therefore, the provisions of Clause 4(xiii) of paragraph 4 of the
 Companies (Auditor''s 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. Therefore, the provisions
 of Clause 4(xiv) of paragraph 4 of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 xv) The Company has not given any guarantee for loans taken by others
 from banks and financial institutions. Therefore, the provisions of
 Clause 4(xv) of paragraph 4 of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 xvi) The company has raised new term loans during the year. The term
 loans outstanding at the beginning of the year and those raised during
 the year have been applied for the purpose for which they were raised.
 
 Xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we are of
 the opinion that there are no funds raised on short- term basis that
 have been used for long-term investment.
 
 xviii) The company has not made any preferential allotment of shares to
 the parties and companies covered in the register maintained under
 Section 301 of the Companies Act, 1956.
 
 xix) The company has not issued any debentures. Therefore, the
 provisions of Clause 4(xix) of paragraph 4 of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 xx) The company has not raised any monies by way of public issue during
 the year.
 
 xxi) In our opinion and according to the information and explanations
 given to us, no fraud on or by the company has been noticed or reported
 during the year.
 
 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 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
 such books.
 
 iii) The Balance Sheet, the Profit & Loss Statement and Cash Flow
 Statement dealt with by this report are i n agreement with the books of
 account.
 
 iv) In our opinion, the Balance Sheet, Profit and Loss Statement and
 Cash Flow Statement dealt with by this report are in compliance 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, 2012 and taken on record by the Board of Directors,
 we report that none of the Directors is disqualified as on 31st March,
 2012 from being appointed 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 read together with the
 Significant Accounting Policies and notes thereon 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, 2012;
 
 b) In the case of the Profit & Loss Statement, of the Profit for the
 year ended on that date; and
 
 c) In the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 
 Place: Hyderabad                                    For AMAR & RAJU
 
 Date: 26-04-2012                              CHARTERED ACCOUNTANTS
 
                                       Firm Registration No: 000092S
 
                                                   P. VENKATA RAMANA
 
                                                             Partner
 
                                               Membership No: 203346