1.  We have audited the attached Balance Sheet of HANUNG TOYS AND
 TEXTILES LTD., as at 31st March, 2011 and also the Profit and Loss
 account and the 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 the auditing standards
 generally accepted in India. These Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material mis-statement. 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 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 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 purpose 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 of the Company.
 
 (iii) The Balance Sheet, Profit and Loss account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account of the Company.
 
 (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 representations made by the directors as on 31st
 March, 2011 and taken on record by the Board of Directors of the
 Company, we report that none of the directors is disqualified as on
 31st March, 2011 from being appointed as a director in terms of clause
 (g) of sub-section (1) of Section 274 of the Companies Act, 1956 on the
 said date;
 
 (vi) 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 and
 those appearing elsewhere in the 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, 2011;
 
 (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 the date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE OF
 HANUNG TOYS AND TEXTILES LTD.
 
 On the basis of such checks as we considered appropriate and in terms
 of the information and explanations given to us, we state that:
 
 1.  (a) The Company has generally maintained proper records showing
 full particulars including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us and according to the practice of the Company,
 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 its assets. According to the information and
 explanations given to us, discrepancies noticed, if any, on physical
 verification have been adjusted in the books of account.
 
 (c) During the year, the company has not disposed off a substantial
 part of its fixed assets so as to affect its going concern.
 
 2.  (a) As explained to us, inventories have been physically verified
 during the year by the management. In our opinion, the frequency of
 verification is reasonable.
 
 (b) The procedures explained to us, which are followed by the
 management for physical verification of inventories, are in our opinion
 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 of 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 stocks, if any, have been properly dealt
 with in the books of account;
 
 3.  According to the information and explanations given to us, the
 company has neither taken nor granted any loan, secured or unsecured,
 from/to Companies, firms or other parties listed in the register
 maintained under Section 301 of the Companies Act,1956;
 
 4.  In our opinion and according to the information and explanations
 given to us, there are generally adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchase of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, no major
 weakness in the internal controls, had come to our notice;
 
 5.  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 transactions that need to be entered into the register
 maintained under section 301 have been so entered. 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.
 
 6.  In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from the public
 within the meaning of Section 58 A and 58 AA of the Companies Act,1956
 and the rules framed thereunder ;
 
 7.  In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 8.  Accounting to the information and explanations given to us, the
 Central Government has not prescribed maintenance of cost records under
 clause (d) of sub section (1) of Section 209 of the Companies Act,
 1956.
 
 9.  (a) According to the records of the company, the company is regular
 in depositing with appropriate authorities undisputed statutory dues
 including Provident Fund, Employees'' State Insurance, Income-Tax,
 Sales-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, Sales
 Tax, Customs Duty and Excise Duty were outstanding, as at 31st March,
 2011 for a year of more than six months from the date they became
 payable.
 
 (c) According to the records of the company, there are no dues of Sale
 Tax, Income Tax, Customs Duty, Wealth-Tax, Excise Duty/Cess, which have
 not been deposited on account of any dispute.
 
 10.  The Company has neither accumulated losses at the end of the
 financial year nor has it incurred cash losses, both, in the financial
 year under report and the immediately preceding financial year.
 
 11.  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 a financial
 institution, bank or debenture holders.
 
 12.  As explained to us, the company has not granted any loans and
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 13.  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.
 
 14.  According to the information and explanations given to us, the
 Company is not dealing or trading in Shares, Securities, Debentures and
 Other Investments.  Accordingly, the provisions of clause 4(xiv) of the
 Companies (Auditor''s Report) Order 2003 is not applicable to the
 Company.
 
 15.  According to the information and explanations given to us, and the
 representations made by the management, the Company has not given any
 guarantee for loans taken by others from any bank or financial
 institution.
 
 16.  According to the information and explanations given to us, the
 term loans have been applied for the purpose for which they were
 raised.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance Sheet of the company, we report
 that the no funds raised on short- term basis have been used for
 long-term investment. No long-term funds have been used to finance
 short-term assets except core (permanent) working capital.
 
 18.  Based on our examination of records and the information provided
 to us by management we report that the company has not made
 preferential allotment of shares to parties and companies covered in
 the register maintained under section 301 of the Act.
 
 19.  According to the information and explanation given to us, no
 debentures have been issued by the Company during the year.
 
 20.  According to the information and explanation given to us, the
 Company has not raised any money by public issue during the year.
 
 21.  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 ROHTAS & HANS
 
                                                Chartered Accountants
 
                                                            Hans Jain
 
 Place:Noida                                                  Partner
 
 Date : August 24, 2011                         Membership No.: 82912