1.  We have audited the Balance Sheet of FGP LIMITED as at 31st March,
 2012 and the Statement of Profit and Loss and the Cash Flow Statement
 of the Company 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 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 ( as
 amended ) issued by the Central Government of India in terms of Section
 227 ( 4A ) 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.
 
 4.  Further to our comments in the Annexure referred in paragraph 3
 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 it appears from our examination of
 the books.
 
 (c) The Balance Sheet and the Statement of Profit and Loss dealt with
 by this report are in agreement with the books of accounts.
 
 (d) In our opinion, the Balance Sheet and the Statement of Profit &
 Loss 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 the 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 (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 accounts read 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) 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 loss for
 the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement of the Cash Flows for the
 year ended on that date.
 
 ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON
 THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2012 (referred to in
 paragraph 3 of our report of even date)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All the fixed assets of the Company have been physically verified
 by the management at reasonable intervals. No material discrepancies
 were noticed on such verification. In our opinion, having regard to
 size of the Company and the nature of its business, the frequency of
 verification is reasonable.
 
 (c) During the year, the Company has not disposed off substantial part
 of the Fixed Assets.
 
 (ii) The provisions of clause 4(ii) of the Companies ( Audit Report )
 Order, 2003 is not applicable to the Company.
 
 (iii) (a) The Company has not granted any loans, secured or unsecured,
 to companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control system 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 and
 services. During the course of our audit, no major weakness was noticed
 in the internal control system.
 
 (v) The provisions of clause 4(v) of the Companies (Audit Report )
 Order, 2003 is not applicable to the Company.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Section 58A and 58AA of the Act and the rules framed
 thereunder.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and the nature of its business.
 
 (viii) The provisions of clause 4 (viii) of the Company (Audit Report)
 Order, 2003 are not applicable to the Company.
 
 (ix) (a) According to the records of the Company, the Company is
 regular in depositing with the
 
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, income tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty, cess and other statutory dues applicable to it.
 According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, service tax, customs duty, excise duty and cess were outstanding
 as at 31st March, 2012 for a period of more than six months from the
 date they became payable.
 
 (b) According to the information and explanations given to us, there
 are no dues of income-tax, wealth-tax, service-tax, customs duty and
 excise duty which have not been deposited on account of any dispute,
 except as stated below:
 
 Nature of the    Amount    Period to which the  Forum where dispute
 Dues             (Rs.In    Amount Relates       is pending
                  Lacs )
 
 The Income Tax Act, 1961
 
 Income Tax       1.68      A.Y. 1998 – 1999      Commissioner of 
                                                  Income
                                                  - Tax (Appeals), 
                                                  Mumbai
 
 Penalty          1.79      A.Y. 1998 - 1999      Commissioner of 
                                                  Income
                                                  - Tax (Appeals),
                                                  Mumbai
 
 Income Tax       211.77    A.Y.1999-2000         High Court Mumbai
                                  
 Penalty          310.00    A.Y.1999-2000         High Court Mumbai
 
 Income Tax       25.79     A.Y.2003-2004         High Court Mumbai
 
 Penalty          55.79     A.Y. 2003-2004        Income - Tax 
                                                  Appellate
                                                  Tribunal, Mumbai
 
 Income Tax       86.29     A. Y. 2004–2005       High Court Mumbai
 
 Income Tax       113.45    A. Y 2005-2006        Income - Tax 
                                                  Appellate
                                                  Tribunal, Mumbai
 
 Income Tax       16.73     A. Y 2006–2007        Income - Tax
                                                  Appellate
                                                  Tribunal, Mumbai
 
 Income Tax       35.08     A. Y 2007–2008        Income - Tax 
                                                  Appellate
                                                  Tribunal, Mumbai
 
 Income Tax       12.72     A.Y. 2008–2009        Income - Tax 
                                                  Appellate
                                                  Tribunal, Mumbai
 
 (x) The Company has accumulated losses in excess of fifty percent of
 its net worth as on 31st March, 2012.  The Company has incurred cash
 losses during the financial year covered by our audit and the
 immediately preceding financial year.
 
 (xi) The Company has not taken any loan from financial institutions,
 banks or debenture holders. Further, no loan has been taken by way of
 issuance of debentures.
 
 (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 loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Therefore, the provisions of clause
 4(xiii) of the Companies (Auditor''s 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.  Accordingly, the
 provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 are not applicable to the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the Company has not given guarantees for loans taken by
 others from banks or financial institutions.
 
 (xvi) The Company has not obtained any term loans during the year.
 
 (xvii) On the basis of overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 (xviii) During the year, 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.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money through public issue during
 the year.
 
 (xxi) Based on the information and explanations furnished by the
 management, which have been relied upon by us, there were no fraud on
 or by the Company noticed or reported during the year.
 
 
                                                For AGARWAL & MANGAL
                                               Chartered Accountants
                                               Firm Reg. No. 100061W
 
                                                      Pankaj K. Jain
                                                             Partner
                                               Membership No. 108108
 
 Place: Mumbai
 
 Dated: 29th May, 2012.