We have audited the attached Balance Sheet of ELEGANT FLORICULTURE &
 AGROTECH (I) LIMITED, MUMBAI, as at 31st March, 2012, and the Profit
 and Loss Account of the Company for the year ended on that date, both
 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.
 
 1 We conducted our audit in accordance with auditing standards
 generally accepted in India. These 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 provides a reasonable basis for
 our opinion.
 
 2 As required by 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 enclose in the Annexure a statement
 on the matters specified in paragraphs 4 and 5 of the said order to the
 Company.
 
 3 Further to our comments in the Annexure referred to 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 purposes of our
 audit;
 
 (b) In our opinion, proper books of accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 the books;
 
 (c) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the above books of accounts;
 
 (d) In our opinion, the Profit and Loss Account and Balance Sheet dealt
 with by this report comply with the Accounting Standards referred to in
 sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 (e) On the basis of written presentations received from directors as on
 31 st March, 2012 and taken on records by the Boards of Directors, we
 report that none of the Directors are disqualified as on 31st March,
 2012 from being appointed as a director in terms of clause (g) of
 sub-section (i) of section 274 of the Companies Act, 1956 on the
 accounts for the year ended on 31st March, 2012.
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said Balance Sheet and the Profit and
 Loss account 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) insofar as it relates to the Balance Sheet, of the state of affairs
 of the company as at 31st March, 2012, and
 
 ii) insofar as it relates to the Profit & Loss account, of the Profit
 of the company for the year ended on that date.
 
 iii) in the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT OF EVEN DATE
 
 (Referred to in paragraph 3 thereof)
 
 i) In respect of fixed assets:
 
 a) The company has maintained proper records showing full particulars,
 including quantitative details and situation of fixed assets.
 
 b) The fixed assets have been physically verified by the management
 during the year.  We are informed that no material discrepancies were
 noticed by the management on such verification.
 
 c) The Company has not disposed any Fixed Assets during the year into
 consideration.
 
 ii) In respect of Inventories:
 
 a) The physical verification of inventory has been conducted at regular
 intervals by the management.
 
 b) The procedure of physical verification of inventory followed by the
 management is reasonable and adequate in relation to the size of the
 company and the nature of its business. ,
 
 c) The company has been maintaining proper records of the inventory and
 no material discrepancies were noticed.
 
 iii) In respect of loans secured or unsecured, granted or taken by the
 company, to or from companies, firms or other parties covered in the
 register maintained under section 301 of the Act according to the
 information and explanation given to us.
 
 a) The company has granted/taken loans to/from companies, firms or
 other parties covered in the register mentioned in Section 301 of the
 Act as per point 13 of Note No. ''22'' of the Balance Sheet.
 
 b) The terms and conditions of the loans granted and the rate of
 interest are prima facie prejudicial to the interest of the company.
 
 c) According to the information provided to us, the loans given would
 be repayable on demand basis.
 
 d) According to the information provided to us, in cases where the
 amounts involved are more than Rs.1 lac, reasonable steps are being taken
 for the recovery of the principal and interest.
 
 iv) In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business for the purchase of inventory and fixed assets and for the
 sale of goods.
 
 v) In respect of transactions that need to be entered in the register
 maintained in pursuance of Section 301 of the Act, in our opinion and
 according to the explanations given to us:
 
 a) The company has not entered into transactions with parties mentioned
 in the register maintained in pursuance of Section 301.
 
 vi) In our opinion and according to the information and explanation
 given to us, the Company has not accepted any deposits covered under
 section 58A and 58AA of the Act during the year. Hence, the question of
 compliance with the provisions of Section 58A and 58AA of the Act does
 not arise.
 
 vii) The Company has an internal audit system commensurate with its
 size and nature of the business.
 
 viii) The Central Government has not prescribed maintenance of cost
 records for the Company under section 209(1 )(d) of the Act.
 
 ix) According to the information and explanation given to us in respect
 of statutory and other dues:
 
 a) The Company is generally regular in depositing undisputed statutory
 dues including, Income-tax, Sales-tax, Customs Duty and other statutory
 dues with appropriate authorities when applicable subject to point no.
 5 of the Note No. 22. According to information and explanations given
 to us, provision of the statutes relating to ESIC and Provident Fund
 are not applicable to the company.
 
 b) There are no disputed statutory dues.
 
 x) According to the information and explanation given to us, the
 Company has been registered for more than five years.
 
 a) The Company does not have any accumulated Loss at the end of the
 financial year into consideration. ''
 
 b) The company has not incurred the cash losses during the financial
 year into consideration.
 
 c) The company has not incurred the cash losses during the financial
 year immediately preceding the financial year into consideration.
 
 xi) The Company has not defaulted on repayment of dues to any bank or
 financial institution.  The company has not issued any debentures.
 
 xii) According to the information and explanations given to us, the
 Company has not granted loans and advances on basis of security by way
 of pledge of shares, debenture and other securities.
 
 xiii) As per information and explanations given to us, the nature of
 the Company''s activities during the year under review is such that
 the provisions of any special statute applicable to chit fund are not
 applicable to the Company.
 
 xiv) As per information and explanations given to us, the Company is
 dealing or trading in shares, securities, debentures and other
 investments. The proper records are maintained of the transactions and
 contracts by company and timely entries have been made therein.  The
 shares, securities, debenture and other securities have been held by
 the company, in its own name except to the extent of the exemption, if
 any, granted under section 49 of the Act.
 
 xv) As per information and explanations given to us, the company has
 not given any guarantee for loans taken by others from bank or
 financial institutions.
 
 xvi) As per information and explanations given to us, the company
 obtained the Term Loan and the same was utilised for the purpose for
 which the Term Loan was obtained during the year.
 
 xvii) According to the information and explanations given to us, no
 funds has been raised on short-term basis.
 
 xviii) The Company has not made preferential allotment of shares to
 parties & Companies covered in the register maintained under section
 301 of the Act during the year.
 
 xix) No debentures have been issued by the Company during the year.
 
 xx) During the year, the Company has not raised any money by way of
 public issue.
 
 xxi) According to the information and explanations given to us, no
 fraud on or by the Company have been noticed or reported during the
 financial year under review.
 
                                          For Shiv Pawan & Company
 
                                             Chartered Accountants
 
                                                           Partner
 
                                                       (S. H. Garg)
 
                                            Membership No.: 085517
 
                                           Firm Regn. No.: 120121W
 
 Place : Navi Mumbai
 
 Date : 30th May, 2012