We have audited the attached Balance Sheet of ATV PROJECTS INDIA
 LIMITED Mumbai as at 31st March 2012 and annexed Statement of Profit &
 loss and Cash Flow Statement of the Company for the period ended on
 that date. 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.
 
 1.  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.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of section 227(4-A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specified in paragraph 4 and 5 of the said order.
 
 3.  Further to our comments stated in paragraph 2 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 purpose of our
 audit.
 
 b.  In our opinion proper books of accounts as required by law have
 been kept by the Company so far as appears from our examination of such
 books.
 
 c.  The Balance Sheet, Statement of Profit & Loss and cash flow
 statement dealt with by this report are in agreement with the books of
 accounts.
 
 d.  In our opinion the Balance Sheet, the Statement of Profit & Loss
 and cash flow statement subject to para f herein below complies with
 the mandatory Accounting standards referred in Section 211(3c) of the
 Companies Act, 1956.
 
 e.  On the basis of the written representation 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, 2012 from being
 appointed as a Director in terms of clause (g) of sub - section (1) of
 section 274 of the Companies Act, 1956.
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, and subject to Note No.,11.1 with regards
 to non provision of doubtful debts amounting to Rs. 1062.60 lacs, Note
 No. 8.1 regarding Non provision of depreciation of Rs.505.70 lacs, Note
 No.3.1 (g) regarding non-provision of interest and Note No.5.1
 regarding the amount due towards is units, the accounts, read with
 other notes given in Notes on Financial Statements gives the
 information required by the Companies Act, 1956, in the manner so
 required and give a true & fair view in conformity with the accounting
 principles generally accepted in India:
 
 (i) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012 and
 
 (ii) In the case of the Statement of Profit & Loss, of the Profit for
 the period ended on that date.
 
 (iii) In the case of the cash flow statement, of the cash flows for the
 period ended on that date.
 
 Annexure to the Auditor Report (Referred to in paragraph (2) of our
 report of even date)
 
 I a) The Company has maintained the fixed assets records including
 quantitative details and situation of fixed assets and is in the
 process of updating the same.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management at reasonable interval in a phased manner during the
 year and no material discrepancy has been noticed on such verification
 and has been properly dealt with in the Books of Accounts.
 
 c) As per the information and explanation given to us, no fixed assets
 have been disposed of by the Company during the period.
 
 II a) The Stock of finished goods, stores, spare parts and raw material
 have been physically verified by the management at reasonable intervals
 during the year, having regards to the nature of business and
 particular circumstances.
 
 b) The procedure of physical verification of stock followed by the
 management as explained to us, in our opinion, reasonable and adequate
 in relation to the size of the Company and the matter of its business.
 
 c) As per the information and explanation given to us and according to
 the records produced to us, no material discrepancies noticed on such
 physical verification as compared to book records, have been properly
 dealt with in the books of account.
 
 III As per the information and explanation given to us, the Company has
 neither granted nor taken any loans, secured or unsecured, to any
 Companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 IV According to the information and explanation given to us, in our
 opinion there are adequate internal control procedures commensurate
 with the size of the Company and nature of its business, for the
 purchase of inventory and fixed assets and for sale of goods. During
 The course of our audit no major weaknesses has been noticed in the
 internal control system of the Company.
 
 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 transaction made in pursuance of
 contracts or arrangements entered in the register maintained under
 section 301 of the Companies Act, 1956 and exceeding the value of
 rupees five lacs in respect of any party during the year have been made
 at prices which are reasonable having regard to prevailing market
 prices of the relevant time.
 
 VI The Company has not accepted any deposits from public.
 
 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 not prescribed the maintenance of cost
 records by the Company under section 209 (1) (d) of the Companies Act,
 1956, therefore the provision of clause 4 (viii) of the Companies
 (Auditor''s Report) Order, 2003 is not applicable to the Company.
 
 IX a) As per the information and explanation given by the management,
 and according to the records of the company with regard to undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Custom Duty and Other Statutory dues applicable to it, the
 company is generally regular in depositing with appropriate
 authorities. According to the information and explanations given to us,
 the company is a Sick Industrial Company registered with BIFR and as
 such is in financial constraint during the period, the undisputed
 amount payable in respect of such statutory dues, which have remained
 outstanding as at 31st March 2012 for a period more than six months
 with regard to sales tax Rs.4.52 lacs .  b) According to the records of
 the Company, the dues of Sales Tax, Income Tax, Custom Duty, Wealth
 Tax, Excise Duty, which have not been deposited on account of disputes
 and from where the disputes is pending with regard to aggregate Sales
 Tax of Rs. 8.03 lacs for the year 1997 - 1998, which is disputed and
 the Company has filed an appeal before Appellate Authority.
 
 X As per the information and explanation given to us, the Company is a
 sick Industrial Company registered with BIFR and the accumulated losses
 of the Company are more than 50% of its net worth.
 
 According to the records produced before us, the Company has not
 incurred any cash losses for the period ending 31st March,2012 and in
 the immediately preceding financial year ending 31.03.2011.
 
 XI The company has taken in earlier years secured / unsecured term
 loans and non-convertible debentures from Financial Institutions, Non
 Banking Finance Companies and banks amounting to Rs. 8,369.31 lacs
 (net) and Interest thereon of Rs. 6,648.65 lacs, Working Capital Loans
 from Banks (including interest) Rs.25,815.30 lacs, Inter Corporate
 Deposits Rs. 354.01 lacs and Sales Tax deferment loan Rs. 182.10 lacs.
 The Company is a sick Industrial undertaking registered with BIFR. The
 said amount due for repayment is stated and explained in note 3.1 of
 notes to financial statements and recovery /recall proceeding have been
 stayed on account of company having been declared a Sick Industrial
 Company registered with BIFR .
 
 XII According to the information and explanation 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 The Company is not a chit fund, nidhi or mutual benefit fund /
 society. Therefore the provisions of clause 4 (xiii) of the Companies
 (Auditor Report) Order 2003. are not applicable to the Company.
 
 XIV In our opinion, the Company is not dealing in or trading in shares,
 securities, debentures and other investments.
 
 XV According to the information and explanation given to us, the
 company has not given any guarantee for loan taken by others from Banks
 and Financial Institutions.
 
 XVI The Company has neither raised any term loan during the year nor
 any unrealized amount was left on the account as at the beginning of
 the year. Therefore, the provisions of clause 4 (xvi) of the Companies
 (Auditors Report) Order 2003 are not applicable to the Company.
 
 XVII According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the Company, we report
 that the funds raised on short-term basis have not been used for
 long-term investment and vice - versa.
 
 XIII The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 during the year.
 
 XIX No debentures has been issued by the Company during the year.
 
 XX The Company has not raised money by public issues during the year.
 
 XXI To the best of our knowledge and beliefs and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
 FOR N. S. BHATT & CO.,
 
 Chartered Accountants
 
 Firm Registration no.101342W
 
 N.S.BHATT
 
 (Proprietor)
 
 M. No. 10149
 
 Place : Mumbai
 
 Dated : 28th July, 2012.