1.  We have audited the attached Balance Sheet of IMP Powers Limited
 (''the Company'') as at 30th June 2011, the Profit and Loss Account and
 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 (Auditor''s Report) Order, 2003 (the
 Order), as amended, 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 paragraph 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 purpose 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 d) 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;
 
 e) On the basis of the written representations received by the Company
 from the Directors as on 30th June 2011, and taken on record by the
 Board of Directors, we report that none of the directors is
 disqualified as at 30th June, 2011 from being appointed as a director
 in terms of Section 274 (1) (g) 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 the
 Significant Accounting Policies and other 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 affairs of the
 Company as at 30th June 2011;
 
 ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 With reference to the Annexure referred to in paragraph 3 of the
 Auditors'' Report to the Members of IMP Powers Ltd. on the financial
 statements for the year ended on 30th June 2011, we report that:
 
 i) a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 b) As explained to us, the fixed assets are being physically verified
 under a phased programme of verification, which in our opinion is
 reasonable and no material discrepancies have been noticed on such
 verification.
 
 c) The Company has not disposed off substantial part of its fixed
 assets during the year, accordingly, the assumption of the going
 concern being affected, does not arise.
 
 ii) a) Physical verification of inventory has been conducted during the
 year, by the management at reasonable intervals.
 
 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 the nature of its business.
 
 c) The Company is maintaining proper records of its inventories and no
 material discrepancies were noticed on physical verification.
 
 iii) a) The Company has not granted any loans, secured or unsecured to
 Companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Hence sub clauses (b),
 (c) and (d) are also not applicable to the Company.
 
 e) The Company has taken unsecured loans from nine Companies, firms &
 other parties covered in the register maintained under Section 301 of
 the Companies Act, 1956. The maximum amount involved during the period
 under audit was Rs.26.08 lacs and the year end balance of loans taken
 from such parties was Rs.0.30 lacs.
 
 f) In our opinion the rate of interest and the other terms and
 conditions of the unsecured loans taken by the Company are prima facie
 not prejudicial to the interests of the Company.
 
 g) In respect of loans taken, repayment of principal amount is as
 stipulated and loan taken is interest free.
 
 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 nature of its business
 for the purchase of inventory and fixed assets and for the sale of
 goods and services. We have not observed any major weakness in the
 internal control system during the course of our audit.
 
 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 entered in the
 register required to be maintained under that section.
 
 b) The transactions made in pursuance of such contracts or arrangements
 aggregating during the year to Rupees five lacs or more in respect of
 each party have been made at prices which are reasonable having regard
 to prevailing market prices for such goods and materials or the prices
 at which transactions for similar goods or materials have been made
 with other parties.
 
 vi) In our opinion and according to the information and explanations
 given to us, the company has not accepted any deposits from the public
 during the year within the meaning of the provisions of sections 58A
 and 58AA of the Act read with Companies (Acceptance of Deposits) Rules
 1975. Therefore the provisions of clause (vi) of the Order are not
 applicable to the company.
 
 vii) In our opinion, and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 the size and the nature of its business.
 
 viii) We have broadly reviewed the books of accounts maintained by the
 company pursuant to the order made by the central Government for the
 maintenance of cost records under section 209(1) (d) of the companies
 Act, 1956 and are of the opinion that prima facie the prescribed
 accounts and records have been made and maintained. However we have not
 carried out any detailed examination of such accounts and records.
 
 ix) a) According to the information and explanations given to us and on
 the basis of examination of the records of the Company, we are of the
 opinion that the company has been generally regular in depositing
 undisputed statutory dues including Provident fund, Investor Education
 and Protection Fund, Employees'' State Insurance, Income-tax, Sales
 tax/VAT, Wealth tax, Customs Duty, Excise Duty, Service tax, Cess and
 other material statutory dues with the appropriate authorities and
 there are no outstanding unpaid amounts as at the balance sheet date
 for a period of more than six months from the date they became payable.
 
 b) According to the information and explanations given to us, the dues
 in respect of income tax, which have not been deposited with the
 appropriate authorities on account of dispute and the forum where the
 dispute is pending as given below.
 
 Name of       Nature of dues         Amount       Forum where dispute
 Statute       and year              (RS. Lacs)      is pending
 
 Income tax 
 Act,1961     Income tax A.Y. 2008-09 197.73        Commissioner of
                                                  income tax ( Appeals)
 
 x) The Company does not have accumulated losses as at the balance sheet
 date and has not incurred cash losses in the current or in the
 immediately preceding financial year.
 
 xi) On the basis of our examination and according to the information
 and explanations given to us, the Company has not repaid of the dues of
 Rs.224.65 lacs from 2003 to Greater Bombay Co-operative Bank Ltd, since
 the said Bank did not join in CDR scheme and also the case is under
 litigation as mentioned in note no 16 of Notes to Accounts.
 
 xii) According to the information and explanations given to us, the
 Company has not granted any loans or advances on the basis of security
 by way of pledge of shares, debentures or other securities.
 
 xiii) The Company is not a chit fund / nidhi / mutual benefit fund /
 society to which the provisions of any special statute apply;
 accordingly, the provisions of clause 4(xiii) of the Order are not
 applicable to the Company.
 
 xiv) In our opinion the company is not dealing in or trading in shares,
 securities, debentures and other investments. Accordingly the
 provisions of the clause 4(xiv) of the companies (Auditor''s Report)
 order, 2003(as amended) are not applicable to the company.
 
 xv) According to the information and explanations given to us, the
 Company has not given any guarantee for the loans taken by others from
 Bank or Financial Institutions.
 
 xvi) In our opinion and according to the information and explanations
 given to us, on an overall basis, the term loans were applied for the
 purpose for which they were obtained.
 
 xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the company, we are of
 the opinion that prima facie there are no funds raised on short-term
 basis that have been used for long term investment.
 
 xviii) 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.
 
 xix) During the year covered by our audit, the Company has not issued
 any debentures.
 
 xx) The Management has not raised any money by public issues during the
 year.
 
 xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of the audit.
 
                                            For Batliboi & Purohit
 
                                             Chartered Accountants
 
                                                 FRN: 101048W
 
 Place: Mumbai                                (CA R. D. Hangekar)
 
 Dated : 29th August, 2011                         Partner
 
                                             Membership No. 30615