1.  We have audited the attached Balance Sheet of EMPOWER INDIA LIMITED
 as at 31st March 2012 and also the statement of Profit and Loss for the
 year ended on that date annexed thereto and the cash flow statement for
 the year ended on that date. These financial statement 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 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.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003
 (hereinafter referred to as the ''Order'') 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 the paragraphs 4 and 5 of the said Order.
 
 Further to our comments in the Annexure referred to in paragraph 3
 above and subject to the Notes to Accounts, 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 account as required by law have been
 kept by the Company so far as appears from our examination of such
 books;
 
 c) The Balance Sheet and statement of Profit and Loss dealt with this
 report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet and statement of Profit & Loss and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred in section 211(3C) of the Companies Act,
 1956.
 
 e) On the basis of written representations received from the directors
 and taken on record by the Board of Directors, none of the Directors is
 disqualified as on March 31, 2012 from being appointed as 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, the said accounts 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.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March 2012.
 
 II.  In the case of the statement of Profit and Loss , of the Profit of
 the Company for the year ended on that date; and,
 
 III. In the case of the cash flow statement, of the cash flows of the
 Company for the year ended on that date.
 
 Annexure to the Auditors'' Report
 
 Referred to in paragraph 3 of our report of even date on the accounts
 for the year ended 31st March 2012 of Empower India Limited.
 
 1.  (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 (b) Assets have been physically verified by the management during the
 year. According to the information and explanation given to us, there
 is regular programme of verification which, in our opinion is
 reasonable having regards to the size of the Company and the nature of
 its assets. No material discrepancies were noticed on such
 verification.
 
 (c) The Company has not disposed off substantial part of its fixed
 assets during the year.
 
 2.  (a) Inventories have been physically verified during the year by
 the management at intervals.
 
 (b) The procedures of physical verification of inventories 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 has maintained proper records of inventories and no
 material discrepancy noticed on physical verification.
 
 3.  (a) The Company, during the period covered by our audit, has not
 granted secured or unsecured loans to Companies covered in the Register
 maintained under Sections 301 of the Companies Act, 1956. Hence
 provisions of clauses (iii) (b),(c),(d) of paragraph 4 are not
 applicable to the Company.
 
 (b) The Company, during the period covered by our audit, has not taken
 secured or unsecured loans from Companies covered in the register
 maintained under section 301 of the Act.  Hence provisions of clauses
 (iii) (f),(g) of paragraph 4 are not applicable to the Company.
 
 4.  In our opinion and according to the information and explanations
 given to us, having regard to the explanations that certain items of
 purchase are of special nature for which suitable alternative sources
 do not exist for obtaining competitive quotations, there are adequate
 internal control procedures commensurate with the size & nature of
 business of Company for the purchase of inventory, fixed assets and
 sales of goods. Further on the basis of our examinations and
 information and according to the explanations given to us, we have
 neither come across nor have we been informed of any instance of
 measure weaknesses in the aforesaid internal control procedures.
 
 5.  Based on the audit procedure applied by us and the information and
 explanation provided by management, we are of the opinion that there
 were no transaction during the year that, need to be entered in the
 Register maintained under section 301 of the Companies Act 1956.
 
 6.  The Company has not accepted any deposits from the public. The
 provision of Sections 58A & 58AA of the Companies Act,1956 and the
 Companies (Acceptance of Deposits) Rules,1975 are not applicable to the
 Company.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  We have been informed by management, no cost records have been
 prescribed under Section 209 (1)(d) of the Companies Act, 1956.
 
 9.  (a) According to the records of the Company is generally regular in
 depositing undisputed statutory dues including Provident Fund,
 Investors'' Education and Protection Fund, Employees'' State
 Insurance, Income Tax, Sales Tax, Wealth Tax, Custom duty, excise duty,
 cess and other material statutory dues as applicable have been
 regularly deposited by the Company during the year with the appropriate
 authorities. There was no undisputed amount outstanding at the year
 ended for a period more than six month except Professional Tax as at
 31st March 2012.
 
 (b) According to information and explanations given, there were no
 disputed amounts payable in respect of Income Tax, Wealth Tax, Custom
 duty, Excise duty, cess, except Sales Tax for which the Company is in
 appeal.
 
 10.  The Company has neither accumulated losses as at March 31, 2012
 nor has it incurred any cash losses during the financial year ended on
 that date or in the immediately preceding financial year.
 
 11.  According to the records of the Company, Company has not borrowed
 from financial institution or bank or issued debentures till 31st
 March, 2012. Hence, in our opinion, the question of reporting defaults
 in repayment of dues to financial institution or bank or debentures
 does not arise.
 
 12.  In our opinion and according to the information and explanation
 given to us, 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.
 
 13.  In our opinion considering the nature of activities carried on by
 the Company during the year, the provisions of any special statute
 applicable to chit fund/ nidhi / mutual benefit funds / societies are
 not applicable to the Company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of investment in shares debenture and other
 securities and those timely entries have been made therein. The shares,
 debentures and other securities have been held by the Company in its
 own name.
 
 15.  The Company has not given any guarantees for loans taken by other
 from banks or financial institutions. There is no guarantee given by
 the Company to third party.
 
 16.  The Company has not given any guarantees for loans taken by other
 from banks or financial institutions. There is no guarantee given by
 the Company to third party.
 
 17.  Based on the information and explanations given to us and on an
 overall examination of the balance sheet of the Company, we report that
 no funds raised on a short-term basis have been used for long-term
 investment by the Company.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and Companies covered in the Register maintained under section
 301 of the Companies Act, 1956 during the year.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money by public issue during the
 year.
 
 21.  Based upon our audit procedures performed and on the information
 and explanations given by the management we are of the opinion that no
 fraud on or by the Company has been noticed or reported during the
 course of our audit .
 
                                             For AGARWAL DESAI & SHAH
 
                                                 Firm Reg. No:124850W 
 
                                                Chartered Accountants 
 
                                                        sd/-
 
                                                   C.A. Mrugen H Shah
 
                                                              Partner
     
                                            Membership Number: 114770
 
 Place: Mumbai
 
 Date : 30 th August, 2012