1. We have audited the attached Balance Sheet of Garware-Wall Ropes
 Limited as at 31st March, 2011, the related Profit and Loss Account and
 the Cash Flow Statement for the year ended on that date annexed
 thereto. We have to state that these financial statements are the
 responsibility of the Company''s management and our responsibility is to
 express our opinion on these financial statements which are complied
 with by this report based on our audit.
 
 2. As for the scope and basis for our opinion, we state that we have
 conducted the audit in accordance with the auditing standards generally
 accepted in India and obtained reasonable assurance about the financial
 statements being free of material misstatements. Our audit includes,
 wherever necessary, examining on a test basis, the evidence supporting
 the amounts and disclosures in the financial statements and also
 includes assessing adherence to the accounting principles and
 significant estimates made by the 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditors Report) (Amendment) Order 2004,
 issued by the Central Government of India in terms of Section 227(4A)
 of the Companies Act, 1956, and on the basis of such checks of books
 and records of the Company considered appropriate and according to the
 information and explanations given to us during the course of the
 audit, we give in the annexure, a statement on 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:
 
 (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 the
 books. Proper returns adequate for the purposes of our audit have been
 received from the branch at Tacoma, WA (USA), and the Depots, not
 visited by us;
 
 (c) The Balance Sheet, the Profit and Loss Account and the Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (d) In our opinion and according to the information and explanations
 given to us, the Balance Sheet, the Profit and Loss Account and the
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Sub-Section (3C) of Section 21 I of
 the Companies Act, 1956;
 
 (e) On the basis of written representations received from the
 Directors, as on 31st March, 2011 and taken on record by the Board of
 Directors, we report that none of the Directors of the Company is
 disqualified as on 31st March, 2011 from being appointed as Director,
 in term of clause (g) of sub-section (I) 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, they said financial statements 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. in the case of the Balance Sheet, of the state of the Company as at
 31st March, 2011; ii. in the case of the Profit and Loss Account, of
 the profit 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 REFERRED TO IN PARAGRAPH (3) OF THE AUDITORS REPORT OF EVEN
 DATE ON THE ACCOUNTS OF GARWARE WALL ROPES LIMITED FOR THE YEAR ENDED
 31 ST MARCH, 2011
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 assets.
 
 (b) (I) As per the Company''s policy continuous verification of Fixed
 assets is carried out covering the entire Fixed assets within a period
 of three years The same is followed during the year. (2) Discrepancies
 noticed on such verification have been properly dealt with in the books
 of account.
 
 (c) Fixed assets disposed off during the year were not substantial and,
 therefore, it has not affected the going concern status of the Company.
 
 (ii) (a) Physical verification of inventory has been conducted at
 reasonable intervals by the management.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 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 maintains proper records of inventory. The
 discrepancies noticed on physical verification of inventory, as
 compared to the book records, were not material and have been dealt
 within the books of account.
 
 (iii) (a) The Company has not granted secured/unsecured loans to
 Companies, firms or other parties covered in the register maintained
 under section 301 of the Act.
 
 (b) The Company has not taken any secured loans from the Companies,
 firms or other parties covered in the register maintained under section
 301 of the Act. However, the Company has taken unsecured loans from
 such parties. The number of parties and the amount involved in the
 transactions is as under:
 
 Number of parties             Amount of unsecured loans taken
                             (Balance as at 31.03.11 Rs. Nil) 
                                       (Rs. Lacs)
 
 Seven                                  2.051.00
 
 (c) In our opinion, the rate of interest and other terms and conditions
 of the unsecured loans taken by the Company, are not, prima facie,
 prejudicial to the interest of the Company.
 
 (d) In respect of the unsecured loans taken by the Company, where
 stipulations have been made, the repayments of the principal amount and
 interest have been regular.
 
 (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, for the purchase of inventory and Fixed assets and for the
 sale of goods and services. Further, on the basis of our examination of
 the books and records of the Company, carried out in accordance with
 the auditing standards generally accepted in India and according to the
 information and explanations given to us, we have neither come across
 nor have we been informed of any continuing failure to correct major
 weaknesses in the aforesaid internal controls.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in Section 301, of the Companies Act, 1956, have been
 recorded in the register required to be maintained under that Section.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions referred to under sub clause (a) above
 have been made at prices which are reasonable having regard to the
 prevailing market prices at the relevant time. (vi) In our opinion and
 according to the information and explanations given to us, the Company
 has not accepted deposits from the public during the year and there
 were no unclaimed deposits matured and or lying unpaid during the year.
 We are informed that no order has been passed by the Company Law Board,
 National Company Law Tribunal or Reserve Bank of India or any court or
 any other Tribunal in respect of public deposit. (vii) The Company has
 an internal audit system, which, in our opinion, is commensurate with
 its size and nature of its business.
 
 (viii) Maintenance of cost records has not been prescribed by the
 Central Government under clause (d) of sub-section (I) of section 209
 of the Companies Act, 1956.
 
 (ix) (a) According to the information and explanations given to us and
 the records of the Company examined by us, the Company is regular in
 depositing 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 with the appropriate authorities. There are no
 arrears of outstanding statutory dues as at the last day of the
 financial year for a period of more than six months from the date those
 became payable.
 
 (b) According to the information and explanations given to us and the
 records of the Company examined by us, the quantum of disputed amounts
 of Sales tax and Excise duty outstanding as at the last day of the
 financial year are as follows:
 
 
 
 Name of the     Nature of Dues    Period to 
                                   which         Amount    Forum where
 Statute                           amount
                                   relates      (Rs.in     dispute is 
                                                 Lacs)     pending
 
 
 State and       Tax interest & 
 Central Sales   penalty for the   1995-96       11.00     High Court,
 Tax Acts        classification                            Delhi     
                 of product &      1996-97       21.52
                 tax rates
 
 
                 Tax, interest & 
                 penalty for the   1999-00        0.78     Deputy Comm
                 rates of tax                              of Sales Tax
                                                           (Appeals)- 
                                                           Delhi
                 Tax, interest & 
                 penalty for the   2000-01        3.43     Deputy
                 rates of tax                              Comm. of
                                                           Sales Tax
                                                           (Appeals)
                                                           -Delhi
 
                 Tax, interest &   2001-02        1.65     Deputy Comm
                 penalty for the                           of Sales Tax
                 rates of tax                              (Appeals)- 
                                                           Delhi    
 
                                                             
                 Tax, interest &   2002-03        1.29     Deputy Comm
                 penalty for the                           of Sales Tax
                 rates of tax                              (Appeals)- 
                                                           Delhi 
 
 State and       Tax, interest &   1988-89        1.04     Deputy Comm 
 Central Sales   penalty for the   1989-90        1.38     of Commercial
 Tax Acts        rates of tax                              Tax (Appeals)
                                                           -Chennai
 
                                   TOTAL          42.09 
 
 
 
 
 
 
 Sr. Name of the    Nature of Dues   Amont    Period to  FOrum where
 No. Statute                         (Rs.in   which      dispute is
                                      Lacs)   amounts    pending. 
                                              relates   
 
 1   Central Excise 
     Act, 1944      Excise Duty Com
                    putation         14.85    2002-03    CESTAT, Mumbai
                    of duty for cl
                    earance from 
                    EOU to DTA.
 
 
 2   Central Excise 
     Act, 1944      Excise Duty Co
                    mputation        12.72    2002-03    CESTAT, Mumbai
                    of duty for cl
                    earance from 
                    EOU to DTA.
 
 
                    TOTAL            27.57
 
 
 
 (x) The Company has no accumulated losses at the end of the financial
 year and has not incurred any cash losses during the year and in the
 immediately preceding financial year.
 
 (xi) The Company has not defaulted in repayment of dues to any
 financial institution or bank. The Company has no debenture holders
 
 (xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities
 and, therefore, the question of maintenance of documents and records in
 respect thereof does not arise.
 
 (xiii) The provisions of any special statute applicable to chit fund,
 nidhi, mutual benefit fund or a society are not applicable to the
 Company.
 
 (xiv) The Company is dealing in shares, debentures and other
 investments and proper records of the transactions and contracts are
 maintained. All the investments are held in the name of the Company.
 
 (xv) The Company has not given guarantee for loan taken by others from
 bank or financial institutions during the year.
 
 (xvi) During the year, the Company has obtained fresh term loan which
 is used for the purpose for which it was obtained.
 
 (xvii) On the basis of our examination of the Cash Flow Statement and
 the information and the explanations given to us, the funds raised on
 short term basis have not been used for long term investment and vice
 versa.
 
 (xviii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares during the
 year.
 
 (xix) The Company has not issued any debentures.
 
 (xx) The Company has not raised any money by public issue during the
 year.
 
 (xxi) During the course of our examination of the books of the Company
 carried out by us in accordance with the auditing standards generally
 accepted in India, we have neither come across any instance of fraud on
 or by the Company noticed or reported during the year nor have been
 informed of such case by the management.
 
 
 
                                                     For Patki & Soman
 
                                                 Chartered Accountants
 
 
                                                         S. S.Kulkarni 
 
                                                               Partner
  
 Pune,                                                 Mem. No. 121287
 
 28th May, 2010                                       R R. No. 107830W