We have audited the attached Balance Sheet of CIRCUIT SYSTEMS (INDIA)
 LTD. as at 31st March, 2012 and statement of Profit and Loss and Cash
 Flows Statement for the year ended on that date annexed thereto of the
 company, which we have signed under reference to this report. These
 financial statements are the responsibility of the company''s
 management. Our responsibility is to express an opinion on these finan
 cial statements based on our Audit.
 
 We have 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 si gnificant 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.
 
 1.  As required by Companies (Auditor''s Report) Order, 2003, issued by
 the Central Government in terms of Section 227 (4A) of the Companies
 Act, 1956, and on the basis of such checks as considered appropriate
 and according to the information and explanations given to us during
 the course of the aud it, we enclose in the Annexure hereto a statement
 on the matters specified in Paragraphs 4 and 5 of the Order.
 
 2.  Further to our comments in the Annexure referred to in 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 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, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the Books of
 Account of company;
 
 (d) In our opinion, the Balance sheet, Statement of Profit and Loss and
 Cash Flow Statement comply with the Accounting standards referred to
 Section 211 (3C) of the companies Act, 1956;
 
 (e) Directors of the company do not, prima facie, have any
 disqualification as referred to clause (g) of sub- section (1) of
 section 274 of the Companies A ct, 1956 which is based on written
 representation received from them and taken on record by the Board of
 Directors;
 
 (f) Due to change in method of accounting for treatment of profit/loss
 on sale of SEZ project having no commercial production resulted in
 overstatement of profit assets of SEZ project by Rs. 16.14 lacs (
 Please see note 31 to the financial statement).
 
 (g) 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
 notes thereon and note at para (f) above 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;
 
 a) In the case of the Balance sheet, of the state of affairs of the
 company as at 31st March, 2012; and
 
 b) In the case of the Statement of Profit and Loss of the profit for
 the year ended on that date.
 
 c) In the case of the Cash Flow Statement of the Cash Flows for the
 year ended on that date.
 
 Annexure to the Auditors'' Report referred to in paragraph 3 our report
 of even date:
 
 The comments given herein below are based on the data complied by the
 company in order to comply with the requirements of the new order from
 the effective date. On the basis of such checks as considered
 appropriate and examination of the books of accounts and records
 carried out in accordance with the generally accepted during auditing
 practices in India and in terms of the information and explanations
 given by the management, in our opinion :
 
 (i) (a) the company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets ;
 
 (b) physical verification of fixed assets has been carried out by the
 company and no material discrepancies were noticed on such
 verification; the frequency of verification is reasonable, having
 regard to the size of the company and nature of its business;
 
 (c) during the year the company has not disposed off any substantial /
 major part of fixed assets ;
 
 (ii) (a) the inventories have been physically verified at reasonable
 intervals during the year by the management & the frequency of
 verification is reasonable, having regard to the size of the company
 and nature of its business ;
 
 (b) procedures of physical verification of inventory followed by the
 management are reasonable and adequate in relation to the size of the
 company and the nature of its business ;
 
 (c) the company is maintaining proper records of inventory;
 discrepancies noticed on physical verification of stock were not
 material in relation to the operations of the company and the same have
 been properly dealt with in the books of account;
 
 (iii) (a) the Company has granted unsecured loans to persons listed in
 the register maintained under Section 301 of the Act ;
 
 The yearend balance of such loan amounts to Rs.  Nil (PY Rs. 104.74
 lacs) respectively; the rate of interest and other terms and conditions
 of such loans are in our opinion, prima facie not prejudicial to the
 interests of the company; the said loans were given to nil (P.Y two)
 party; the loan being repayable on demand, the question of overdue
 amount does not arise ;
 
 (b) the company has taken unsecured loans from individual firms and
 other persons listed in the register maintained U/s 301 of the Act;
 rate of interest and other terms and conditions are not prejudicial to
 the interest of the company; above loans are taken from three
 (P.Y.four) parties, the year end balance of loans taken from such
 parties was Rs.336.61 lacs (PY Rs. 267.45 lacs) ; (iv) In our opinion
 and according to the information and explanations given to us, there is
 an 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.
 
 Further, on the basis of our examination of the books and r ecords of
 the company and according to the information and explanations given to
 us, we have not observed any continuing failure to correct major
 weakness in internal control system.
 
 (v) (a) The transactions that are required to be entered in the
 Register in pursuance of Section of the Act has been so entered ;
 
 (b) i) there are transactions made in pursuance of contract or
 arrangements which has to be entered in register maintained under
 Section 301 of Act aggregating to rupees five lacs or more in value
 during the year in respect of each party, have been made in prices
 which are reasonable having regards to prevailing market prices as
 available with the company for such goods, materials or services or the
 prices at which transactions for similar goods, materials or services
 have been made with other parties ;
 
 (vi) the company has not accepted any deposits during the year from the
 public within the meaning of the provisions of section 58A and 58AA of
 the companies Act, 1956 and rules made there under;
 
 (vii) in our opinion, the company has an internal audit system
 commensurate with its size & the nature of its business :
 
 (Viii) The Central Government has prescribed maintenance of the cost
 records under section 209(l)(d) of the companies Act, 1956 in respect
 of the company''s products the company has obtained compliance
 certificate from the qualified cost accountant:
 
 (ix) a) the company is generally regular in depositing undisputed
 statutory dues including provident Fund, investor education and
 protection fund, employees'' state insurance, income tax, sales tax,
 custom duty, excise duty, cess and any other material statutory dues,
 as may be applicable, with the appropriate authorities as observed by
 us during the course of our examination of the books of accounts
 carried out in accordance with generally accepted auditing practices in
 India;
 
 b) the statutory dues which have been deposited on account of disputes
 and the forum where the dispute is pending are as under;
 
 Sr.    Nature of       Nature of             Amount     Relevant
 No     the Statute     the Dues              (Rs.       Assessment
                                                         Year
 
 1      GST/CSTof       Section 67            N.A. *     2003-04
        GST Act                                          to 2005-06
 
 2      Service Tax     Cenvat                20.87      2006-07
        Rules 2004      Credit                Lacs       & 2007-08
 
 3      Anti Dumping    Under                 13 Lacs    2003-04
        Duty Refund     Notification No.
                        141/2003 &
                        supported by Sec.
                        9A of Custom
                        Tariff Act, 1975                                    
 
 4      VAT Act         Section 54          1.72 Lacs    2004-05
 
 Name of statue                          Forum            Status
                                         where
                                         dispute is
                                         pending      
 
 GST/CST of GST Act                      Gujarat          Pending
                                         Value Added        for
                                         Tax Tribunal,    adjudication
                                         Ahmedabad       
 
 Srivice Tax 
 Rules 204                               The Commissioner Final order
                                         of Central       awaited.
                                         Excise(Appeals),
                                         Ahmedabad       
 
 Anti Dumping 
 Duty Refund                             Custom           Pending
                                         Appeal in
                                         Mumbai
 
 VAT Act                                 Recovery of      Pending
                                         interest on
                                         refund (Appeal)
 
 * Since Matter relates to time limit, Amount is not quantifable.
 
 (x) there are no accumulated losses as on 31st March, 2012; the company
 has not incurred any cash losses during the financial year covered by
 our audit and the immediately preceding financial year; (xi) as per the
 declaration given by the company, the company has not defaulted in
 repayment of dues to a financial institution, bank or debenture
 holders, as may be applicable;
 
 (xii) the company has not granted any loans and/or advances on the
 basis of security by way of pledge of shares, debentures and other
 securities; (xiii) the company has not given any guarantee for loans
 taken by others from bank or financial institution; (xiv) in absence of
 specification of purpose of the the term loan by the financing
 institution, the term loan taken has been utilized by the management as
 per decision of board of directors;
 
 (xv) no fund raised on short-term basis has been used for long term
 investment or vice versa; however, there has been deployment of fund
 out of profit of the company, which is technically regarded as
 long-term source of fund for meeting need based working capital
 requirement;
 
 (xvi) no fraud on or by the company has been noticed or reported during
 the year; (xvii) Other clauses such as (xi ii) with respect to Chit
 fund company or Nidhi / mutual fund / society, (xiv) trading in shares
 and securities etc., (xix) creation of securities for debenture of the
 order are not applicable to the company.
 
                                            For Virendra Chinubhai & Co.
                                                  Chartered Accountants,
                                                    (F.R.No. 111567 W)
 
                                                        (V.C. SHAH) 
 
 Place: Visnagar                                        Proprietor
 
 Date : 31-08-2012                                      M.No. 34167