1.  We have audited the attached Balance Sheet of EMMSONS INTERNATIONAL
 LIMITED (the Company) as at 31st March, 2012 and also related Profit
 and Loss Account and the Cash Flow Statement for the year 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.
 
 2.  We have conducted our audit in accordance with the 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report)(Amendment) Order 2004
 (together the Order) issued by the Central Government of India in
 terms of sub- section (4A) of section 227 of the Companies Act I956 of
 India (the Act) and on the basis of such checks of books and records
 of the Company as we considered appropriate and according to
 information and explanations given to us, we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:-
 
 (i) 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 ;
 
 (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
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow
 Statement, dealt with by this report, are in agreement with the books
 of account ;
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow Statement, dealt with by this report, comply with the
 accounting standards referred to in sub-section (3C) of section 211 of
 the Act;
 
 (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 a director in terms of clause
 (g) of sub-section (I) of section 274 of the Act;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with notes thereon and attached thereto, give the information required
 by the Act, 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
 
 (b) in the case of the Profit and 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.
 
 ANNEXURE TO AUDITOR''S REPORT Referred to Paragraph 3 of our report of
 even date attached
 
 I a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation
 
 of the assets.
 
 b) According to information and explanation given to us, the fixed
 assets of the Company have been physically verified by the management
 at reasonable intervals during the year. No material discrepancies have
 been noticed on such verification.
 
 c) In our opinion and according to the information and explanations
 given to us, there was no substantial disposal of fixed assets by the
 Company during the year.
 
 II a) As explained to us, the inventory has been physically verified by
 the management at reasonable intervals during
 
 the year. In our opinion, the frequency of such verification is
 reasonable considering size and nature of the business.
 
 b) In our opinion and according to information and explanation given to
 us, the procedures of physical verification of inventory, followed by
 the management, are reasonable and adequate
 
 c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory and no
 material discrepancies as compared to book records were noticed on
 physical verification.
 
 III We are informed that the Company has not granted or taken any
 secured or unsecured loans from/to companies / firms or other parties
 covered in the register maintained under Section 301 of the Companies
 Act 1956. Therefore the provisions of paragraph 4(iii)(b)(c)(e)(f) &
 (g) of the above said order are not applicable to the company.
 
 IV In our opinion and according to information and explanation given to
 us, there are adequate internal control procedures commensurate with
 the size of the Company and nature of its business for purchase of
 inventory and fixed assets and sale of goods. Further, on the basis of
 our examination of the books and records of the Company, and according
 to information and explanations given to us, we have not observed any
 continuing failure to correct major weaknesses in the aforesaid
 internal control system.
 
 V a) In our opinion and according to information and explanation given
 to us, the particulars of contracts or
 
 arrangements referred to in section 301 of the Act that need to be
 entered in the register required to be maintained under that section
 have been so entered.
 
 b) In respect of the transactions made in pursuance of such contracts
 or arrangements and exceeding value Rupees Five Lacs in respect of any
 party during the year, because of the absence of the comparable prices
 and variation in the quality of the goods involved, we are unable to
 comment whether the transactions were made at prevailing market prices
 at the relevant time.
 
 VI In our opinion and explanation given to us, the Company has not
 accepted any deposit from the public within the meaning of sections 58A
 and 58AA of the Act and rules framed there under.
 
 VII In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 VIII To the best of our knowledge and as explained, the maintenance of
 the cost records have not been prescribed by the Central Government
 under section 209(l)(d) of the Act, for any of the products of the
 Company.
 
 IX a) According to the information and explanations given to us and the
 records of the Company examined by us, in
 
 our opinion, the Company is regular in depositing the undisputed
 statutory dues including provident fund, employee''s state insurance,
 Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess
 and other statutory dues as applicable with appropriate authorities.
 
 b) There are no disputed liabilities in respect of PF, ESI, Income Tax,
 Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other
 statutory dues which are outstanding as at 31st March, 2012 except
 following liabilities:
 
 S. 
 No. Period of 
     demand        Amount 
                   Involved    Particulars 
                               of demand        Appeal Pending Before
 
 1 AY 2004-05      Rs. 1.67 
                   lacs        Demand under 
                               Income Tax Act   ITAT Delhi Bench
 
 2 AY 2004-05      Rs. 6.92 
                   lacs        Demand under 
                               Income Tax Act   ITAT Delhi Bench
 
 3 AY 2008-09      Rs. 10.11
                   lacs        Demand under 
                               Income Tax Act   Rectification
                                                filed before
                                                assessing officer.
 
 X There are no accumulated losses of the Company as at 3i.03.20i2. The
 Company has also not incurred any cash losses during the financial year
 ended on that date and in the immediately preceding financial year.
 
 XI As per explanation and information provided to us, the Company has
 not defaulted in repayment of dues to any financial institution and
 banks as at the balance sheet date.
 
 XII According to the information and explanations given to us and based
 on the documents and records produced to us, the Company has not
 granted loan and advances on basis of security by way of pledge of
 shares, debentures, other securities. Therefore the provisions of the
 clause 4(xxii) of the said order not applicable to the company.
 
 XIII The Company is not the chit fund or the Nidhi Mutual Benefit fund
 / society. Accordingly, the provisions of clause 4(xiii) of the said
 order are not applicable to the Company.
 
 XIV Accordingly to the information and explanation given to us, Company
 is dealing in shares and proper records have been maintained for all
 transactions. We report the company is making timely entries of the
 transactions and all shares have been held by the company in its own
 name.
 
 XV In our opinion and according to the information and explanations
 given to us, the Company has given guarantee for loans taken by others
 from banks or financial institutions and terms and conditions whereof
 are not prejudicial to the interest of Company.
 
 XVI In our opinion and according to information given to us, term loan
 availed by Company were prima facie applied by Company for the purpose
 for which they were obtained.
 
 XVII As per information and explanation given to us and overall
 examination of balance sheet of the Company, we report that funds
 raised on short term basis have prima facie not being used for long
 term investment and vice versa.
 
 XVIII As per information and explanation given to us the Company has
 made a conversion of equity warrants into equity shares to the parties
 and companies covered in the register maintained under section 30i of
 the Companies Act and the price of such issue is not prejudicial to the
 interest of the company.
 
 XIX As per information and explanation given to us the Company has not
 issued any debentures and no security has been created against the
 debentures.
 
 XX As per the information and explanation given to us, the company has
 not raised money by public issue during the year ending 3i.03.20i2.
 
 XXI Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 information & explanation given to us by the management, we report that
 no fraud on or by the company has been noticed or reported during the
 year.
 
 For SURESH & ASSOCIATES
 
 FRN: 0033i6N
 
 Chartered Accountants
 
 Sd/-
 
 (CA NARENDRA ARORA)
 
 Partner
 
 M. No. 088256
 
 Date : i 4.08.20i2
 
 Place : New Delhi