1.  We have audited the attached Balance sheet of HI-TECH GEARS LIMITED
 as at 31st March 2011 and also the Profit & 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 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 misstatements.  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 (Auditors'' Report) Order, 2003 [as
 amended by the Companies (Auditor''s Report) (Amendment) order,2004,]
 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 & 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 accounts as required by law have
 been kept by the Company, so far as appears from our examination of
 those books.
 
 iii) The Balance Sheet, Profit & 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 & 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 the written representation received from the
 Director, as on 31st March 2011 and taken on record by the board of
 Director, we report that none of the Directors is disqualified as on
 31st March 2011 from being appointed as a in term of requirement under
 Section 274(1)(g) 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 said accounts, read together with the
 Significant Accounting policies, and notes appearing thereon as
 contained in Schedule 17 give the information as 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.
 
 c) In the case of Cash Flow Statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH ''3'' OF THE AUDITORS'' REPORT ON THE
 ACCOUNTS OF HI- TECH GEARS LMITED FOR THE YEAR ENDED 31st MARCH 2011.
 
 (i) (a) The Company has maintained proper records to show full
 particulars, including quantitative details and situation of all fixed
 assets.
 
 (b) All the fixed assets have been physically verified by the
 management during the year except for furniture and fixtures and office
 equipments. No material discrepancies were noticed on such
 verification.
 
 (c) No substantial part of Fixed Asset has been disposed off during the
 year.
 
 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 procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the Company and its nature of 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 records were not material.
 
 iii) (a) The company has not granted any loans, secured or unsecured to
 companies, firms or other parties listed in the register maintained
 under section 301 of The Companies Act, 1956.Hence Clause 4 (iii) (b),
 4 (iii) (c) and Clause 4 (iii) (d) is not applicable.
 
 (e) The company has not taken any loans, secured or unsecured from
 companies, firms or other parties listed in the register maintained
 under section 301 of The Companies Act, 1956. Hence Clause 4 (iii) (f)
 and Clause 4 (iii) (g) is not applicable.
 
 iv) In our opinion and according to the information
 
 and explanation 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, fixed assets and
 for sale of goods and services. During the course of audit, we have not
 observed any continuing failure to correct major weakness in internal
 control.
 
 v) (a) Based on our audit procedure and according to information and
 explanation given to us by the management, we are of the opinion that
 the transactions that need to be entered in to the registered
 maintained under Section 301 of The Companies Act, 1956 have been so
 entered.
 
 (b) Based on our audit procedure and according to information and
 explanation given to us by the management, we are of the opinion that
 the transaction made in pursuance of contracts and arrangements entered
 in the registered maintained under section 301 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) According to the information and explanation given to us, the
 Company has not accepted any deposits from the public, under section
 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance
 of Deposits) Rules, 1975.
 
 vii) In our opinion and according to the information and explanations
 given to us, the Company has an adequate internal audit system
 commensurate with the size and nature of its business.
 
 viii) We have broadly reviewed the books of accounts relating to
 materials, labour and other items of cost maintained by the company
 pursuant to the rules made by the Central Government for the
 maintenance of cost records under section 209(1) (d) of the Companies
 Act, 1956 and we are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained.  However, we have
 not made a detailed examination of the records with a view to determine
 whether they are accurate or complete.
 
 ix) (a) According to the records, undisputed statutory dues including
 Provident Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise
 Duty, Cess, Service Tax have generally been deposited with the
 appropriate authorities.  According to the information and explanation
 given to us, there are no undisputed amounts payable in respect of
 Provident Fund, Investor Education and Protection Fund, Employees State
 Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise
 Duty, Education Cess, Service Tax which were outstanding, as at 31st
 March, 2011 for a period of more than six months, from the date they
 became payable.
 
 (b) According to the information and explanations given to us, no dues
 of Provident Fund, Investor Education and Protection Fund,
 
 Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs
 duty and Excise Duty, Education Cess, Service Tax which have not been
 deposited on account of any dispute except the following:
 
 Nature of 
 Statute             Nature of      Year      Amount    Forum where 
                     Dues                               dispute is
                                                        pending
 
 Asst. Commissioner  Rajasthan     2007-08 1,716,840.00 Rajasthan High-
 of Commercial       Tax on                             court- Jaipur.
 Taxes Deptt.        Entry of
 Bhiwadi             Goods
                     into Local
                     Area Act,
                     1999
 
 Asst. Commissioner  Rajasthan     2008-09 1,351,717.00 Rajasthan High-
 of Commercial       Tax on                             court- Jaipur.
 Taxes Deptt.        Entry of
 Bhiwadi             Goods into
                     Local Area
                     Act,1999
 
 Dy. Commissioner    Sales Tax     2009-10   745,283.00 Commissioner
 of Commercial                                          Appeal, Ranchi
 Taxes                                                  Division,
                                                        Jharkhand
 
 x) The Company has no accumulated losses and has not incurred any cash
 losses during the financial year covered by our audit or 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 any financial
 institution and banks.
 
 xii) The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities,
 during the year under audit.
 
 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
 this order are not applicable to the Company.
 
 xiv) According to the information and explanation provided to us, we
 are of the opinion that the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly the
 provisions of clause 4(xiv) of this order are not applicable to the
 Company.
 
 xv) According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 xvi) The term loans have been applied for the purpose for which they
 were raised.
 
 xvii) According to the information and explanation given to us and on
 an overall examination of the Balance Sheet of the Company, we report
 that funds raised on short term basis have not been used for long- term
 investment.
 
 xviii) During the period covered by our audit report, the Company has
 not made any preferential allotment of shares to parties and companies
 covered in the Register maintained u/s 301 of the Act.
 
 xix) During the period covered by our audit report, the Company has not
 issued any debentures.
 
 xx) The Company has not raised any money by way of public issue.
 
 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 GUPTA VIGG & CO.
 
                                                CHARTERED ACCOUNTANTS
 
                                               FIRM REGN. NO. 001393N
 
 Place : New Delhi                                   (CA. KAWAL JAIN)
 
 Dated : 25.05.2011                                           PARTNER
 
                                                 Membership No.089214