1.  We have audited the attached Balance Sheet of GLANCE FINANCE
 LIMITED as at 31st March, 2012 and also the Statement of Profit and
 Loss, and also 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 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 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 to 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 purposes 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, Statement of 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 Companies Act, 1956.
 
 (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 (1) of Section 274 of the Companies Act, 1956.
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the aforesaid 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.
 
 (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 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) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) All the assets have not been physically verified by the management
 during the year but there is a regular programme of verification which,
 in our opinion, is reasonable having regard to the size of the Company
 and the nature of assets. No material discrepancies were noticed on
 such verification.
 
 (c) During the year, the Company has not disposed off substantial part
 of fixed assets so as to affect the going concern status of the
 Company.
 
 ii) (a) The inventory has been physically verified during the year by
 the management. In our opinion, the frequency of verification is
 reasonable.
 
 (b) The procedure of physical verfication 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) On the basis of our examination of the records on inventory, we are
 of the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material.
 
 iii) (a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties in the register maintained under
 section 301 of the Companies Act, 1956. Accordingly sub-clauses iii (b)
 to iii(d) of Paragraph 4 of the Order is not applicable.
 
 (b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties in the register maintained under
 Section 301 of the Companies Act, 1956. Accordingly sub-clauses iii
 
 (f) to iii(g) of Paragraph 4 of the Order is not applicable.
 
 iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business with regard
 to purchases of inventory, fixed assets and with regard to the sale of
 goods and services. During the course of our audit, no major weakness
 has been noticed in the internal controls system.
 
 v) (a) 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 the particulars of contracts or arrangements that need to
 be entered into the register maintained under section 301 have been so
 entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the registers maintained under Section 301 and
 exceeding the value of five lakh rupees in respect of any party during
 the year have been made at prices which are reasonable having regard to
 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 to
 which provisions of Sections 58 A and 58 AA or any other relevant
 provisions of the Act 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) No formal Internal Audit has been carried out. However, in our
 opinion, the Company has adequate control procedures to ensure
 reasonable internal checks of its financials and other records
 commensurate with the size and nature of its business.
 
 viii) In our opinion and according to the information and explanations
 given to us maintenance of cost records under Section 209(1) (d) of the
 Companies Act, 1956 has not been prescribed by the government.
 
 ix) (a) According to the records of the company, the company is regular
 in depositing with appropriate authorities undisputed statutory dues
 including provident fund, investor education protection fund,
 employees'' state insurance, income-tax, sales-tax, service tax,
 wealth tax, custom duty, excise-duty, cess and other statutory dues
 applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax, customs duty and excise duty 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 records of the Company, and information and
 explanations given to us due of sales tax, income tax, customs tax /
 wealth-tax excise duty / cess that have not been deposited on account
 of any disputes.
 
 x) The Company has neither any accumulated lossed nor it has incurred
 any cash losses during the financial year covered by our audit and 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 the
 Company has not defaulted in repayment of dues to financial institution
 and 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. Therefore, the provisions of clause 4(xii) of the aforesaid
 order are not applicable.
 
 xiii) The Company is not a nidhi / mutual benefit / society therefore
 paragraph 4(xiii) of the said order is not applicable.
 
 xiv) According to the information and explanations given to us and in
 our opinion, the company is dealing in shares, securities, debentures
 and other investments and proper records have been maintained of the
 transactions and contracts and timely entries have been made therein;
 also the shares, securities, debentures and other investments have been
 held by the Company in its own name except to the extend to the
 exemption, if any, granted under Section 49 of the Act;
 
 xv) The Company has not given any guarantee for loans taken by others
 from bank or financial institution.
 
 xvi) The Company has not raised term loans during the year.
 
 xvii)According to the information and explanations given to us and on
 the overall examination of the Balance Sheet of the Company, in our
 opinion, there are no funds raised on short-term basis, which have been
 used for long term investments.
 
 xviii)The Company has not made preferential allotment of shares to
 parties and companies covered in the Register maintaind under section
 301 of the Companies Act, 1956.
 
 xix) During the period covered by our audit report, the Company has not
 issued debentures and therefore paragraph 4 (xix) of the said order is
 not applicable.
 
 xx) During the period covered by our audit report, the Company had not
 raised money by Public Issues and therefore paragraph 4(xx) of the said
 order is not applicable
 
 xxi) Based upon the audit procedures performed and information and
 explanations given by the management, 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 
 
                                                  P K J & CO
 2, Gulmohar Complex,                            
                                                  Firm Regn. No. 124115W
 
 Station Road, Goregaon (E),                      Chartered Accountant
 
 Mumbai - 400 063.
 
 Place: Mumbai                                   (PADAM JAIN)
 
 Date : 25th, May, 2012                           Partner
 
                                                  Membership No. 71026