1.  We have audited the attached Balance Sheet of GANESH HOLDINGS
 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 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 presentation of the
 financial statements. 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 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.  We have to further 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
 those books;
 
 (c) The balance sheet and the Statement of Profit and Loss dealt with
 by this report are in agreement with the books of account;
 
 (d) In our opinion, the balance sheet and the Statement of Profit and
 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 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 said accounts read together with
 significant accounting policies and notes on accounts in schedule 8
 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; and
 
 (ii) In the case of the Statement of Profit and Loss, of the Profit for
 the year ended on that date.
 
 (iii) 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 of our report of even date:
 
 (i) As per the information and explanations given to us, the Company
 does not have any fixed assets and hence in our opinion the requirement
 of clause (i)(a), (i)(b), and (i)(c) of Paragraph 4 of the above Order
 are not applicable.
 
 (ii) As per the information and explanations given to us, the Company
 does not have any inventory and hence in our opinion the requirement of
 clause (ii)(a), (ii)(b) and (ii)(c) of Paragraph 4 of the above Order
 are not applicable.
 
 (iii) (a) As per the information and explanations given to us, the
 company has not granted any loan secured or unsecured to Company, firms
 or other party covered in the register maintained under section 301 of
 the Companies Act, 1956 during the year. Accordingly, in our opinion,
 the requirement of clauses (iii)(b) to (iii)(d) of paragraph 4 of the
 above Order are not applicable to the Company.
 
 (b) As per the information and explanations given to us, the company
 has not taken any loan, secured or unsecured to Company, firms or other
 party covered in the register maintained under section 301 of the
 Companies Act, 1956 during the year, and hence, in our opinion, the
 requirement of Clause (iii)(f) to (iii)(g) of paragraph 4 of the above
 Order are not applicable to the Company.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory and with regard to the
 sale of inventory. During the course of cur audit, no major weakness
 has been notice in the Internal controls.
 
 (v) Based on the audit procedures applied by us and according to the
 Information and explanations provided by the management, we are of the
 opinion that there are no transactions except for the loan transactions
 referred to in Paragraph (iii) above, that needs to be entered into the
 register maintained under section 301 of the Companies Act, 1956 have
 been so entered. Accordingly, in our opinion and according to the
 information and explanations given to us, requirement of Paragraph
 4(v)(b) of the aforesaid Order is not applicable to the company.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted deposits from the public to
 which provisions of Sections 58 A and 58 AA or any other relevant
 provisions of the. Companies Act, 1956 and the Companies (Acceptance of
 Deposits) Rules, 1975 are applicable. We are informed by the management
 that no order has been passed by the Company Law Board or National
 Company Law Tribunal or Reserve Bank of India or any Court or any other
 Tribunal.
 
 (vii) As informed to us though there is no formal internal audit
 system, in our opinion, the Company''s internal system is adequate and
 commensurate with the size and nature of its business.
 
 (viii) The Central Government has not prescribed the maintenance of
 cost records under section 209 (1) (d) of the Companies Act, 1956;
 
 (ix) (a) According to the records of the company, the company is
 generally regular in depositing with appropriate authorities undisputed
 statutory dues including provident fund, investor education protection
 fund, employees'' state insurance, income-tax, sales-tax, wealth tax,
 service tax, custom duty, excise-duty, cess and other statutory dues
 applicable to it.
 
 (b) According to the information and explanation given to us, no
 undisputed amounts payable in respect of income-tax, service-tax,
 wealth-tax, sales 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.
 
 (c) According to the information and explanations given to us, there
 are no dues of income tax, wealth tax, service tax, sales tax, customs
 duty, and excise duty and cess, which have not been deposited on
 account of any dispute.
 
 (x) The company has no operational accumulated losses. The company''s
 losses are primarily due to gift of shares. The company has not
 incurred cash losses during the financial year covered by our audit and
 also in the immediately preceding financial year.
 
 (xi) Based on our audit procedures and on the information and
 explanations given by the management, we are of the opinion that there
 are no dues payable to financial institution, debenture holder, or
 bank.
 
 (xii) Based on our examination of documents and records, we are of the
 opinion that the company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 (xiii) The Company is not a chit fund or nidhi, mutual benefit
 fund/society.  Therefore the provision of clause 4 (xiii) of the Order
 are not applicable to the company.
 
 (xiv) Based on our examination of the records and evaluation of the
 related internal controls, we are of the opinion that proper records
 have been maintained of the transaction and contracts and timely
 entries have been made in those records. We also report that the
 company has held the shares, securities, debentures and other
 investments in its own name.
 
 (xv) The Company has not given any guarantee for loans taken by others
 from banks or financial institutions. Accordingly, provisions of clause
 (xv) of Paragraph 4 of the aforesaid Order are not applicable to the
 Company.
 
 (xvi) During the period covered by our audit report, no term loan has
 been raised by the Company and, therefore, requirement of clause (xvi)
 of Paragraph 4 of the Order is not applicable to the Company.
 
 (xvii) Based on our examination of the balance sheet of the Company as
 at 31st March 2012, we report that the Company has not raised any long
 term funds during the year and no funds raised on short term basis have
 been used for the long term purposes.
 
 (xviii) According to the information and explanations given to us,
 during the period covered by our audit report, the Company has not made
 preferential allotment of shares to parties and companies covered in
 the register maintained under section 301 of the Companies Act, 1956
 and, therefore, the requirement of clause (xviii) of Paragraph 4 of the
 Order is not applicable to the Company.
 
 (xix) According to the information and explanations given to us, during
 the period covered by our audit report, the Company has not issued any
 debentures and hence in our opinion, the question of creating
 securities does not arise.
 
 (xx) According to the information and explanations given to us, during
 the period covered by our audit report, no public issue has been made
 by the Company during the year and requirement of clause (xx) of
 Paragraph 4 of the Order is not applicable to the Company.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and to the
 best of our knowledge and belief, and according to the information and
 explanations given to us by the management, which have been relied upon
 by us, we report that no fraud on or by the Company has been noticed or
 reported during the course of our audit.
 
 
 
                                                For and on behalf of
                                                       KARNAVAT & CO.
                                                Chartered Accountants
                                                Firm Reg. no. 104863W
 
                                                        (Viral Joshi)
                                                              Partner
                                                Membership No. 137686
 
 192, Dr. D. N. Road 
 Mumbai-400001 
 Dated: 17-05-2012