1.  We have audited the attached Balance Sheet of Kewal Kiran Clothing
 Ltd. (''the Company'') as at 31st March 2012 and also the Statement of
 Profit and Loss and the Cash Flow Statement for the year ended on that
 date, (referred together as financial statements) 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 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 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, (''the Act'') 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 in paragraph 3
 above, we report as follows:
 
 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
 those books;
 
 c.  The Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 d.  In our opinion, the Balance Sheet, Statement of Profit and Loss and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3C) of the Act;
 
 e.  On the basis of the written representation received from the
 Directors as at 31st March 2012 and taken on record by the Board of
 Directors, we report that none of the Directors is disqualified as at
 31st March 2012 from being appointed as a Director in terms of clause
 (g) of sub-section (1) of section 274 of the Act;
 
 f.  In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements read
 together with Significant Accounting Policies and Notes on Accounts as
 given in Note 1 and 2 of financial statements, the information required
 by the Act, 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 Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2012;
 
 ii) In the case of Statement of Profit and Loss, of the profit of the
 Company for the year ended on that date; and
 
 iii) In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 (i) In respect of fixed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of its fixed assets.
 
 (b) The Company has formulated a phased programme for physical
 verification of its fixed assets by which fixed assets are verified
 over a period of 3 years. In accordance with the programme, land,
 buildings, motor cars and computers are verified during the year. No
 material discrepancies were noticed on such verification. In our
 opinion, the frequency of physical verification is reasonable having
 regard to the size of the Company and the nature of its assets.
 
 (c) Fixed assets disposed off during the year were not substantial, and
 therefore, do not affect the going concern assumption.
 
 (ii) In respect of inventories:
 
 (a) The inventories have been physically verified by the management
 during the year at reasonable intervals. In case of inventories lying
 with the third parties confirmations are obtained on regular basis. In
 our opinion, the frequency of such verification is reasonable.
 
 (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 nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of inventories.
 No material discrepancies were noticed on verification between the
 physical stocks and the book records.
 
 (iii) In respect of loans taken / granted:
 
 (a) As informed the Company has not taken / granted any loan from / to
 companies, firms and other parties listed in the register maintained
 under section 301 of the Act.
 
 (b) Since there are no loans given or availed, sub clauses (iii) {(b)
 to (g)} of the Order are not applicable.
 
 (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. During the course of our audit, we have not
 observed any continuing failure to correct major weaknesses in such
 internal control system.
 
 (v) In respect of register maintained under section 301 of the Act:
 
 (a) In our opinion and according to the information and explanations
 given to us, the transactions pertaining to contracts and arrangements
 that need to be entered into a register in pursuance of section 301 of
 the Act have been so entered.
 
 (b) In our opinion, and according to the information and explanation
 given to us, the transactions made in pursuance of such contracts or
 arrangements entered in the register maintained under section 301 of
 the Act and aggregating during the year to Rs 500,000/- or more in
 respect of each party were made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits as referred to in
 section 58 and 58AA of the Act. Hence clause (vi) of the Order is not
 applicable. We are informed that no order relating to the Company 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) In our opinion, the internal audit functions carried out during
 the year by a firm of Chartered Accountants appointed by the Company
 have been commensurate with the size of the Company and nature of its
 business.
 
 (viii) We have broadly reviewed the books of accounts 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 Act, and
 are of the opinion that prima facie, the prescribed accounts and
 records have been made and maintained in respect of manufacturing of
 apparels and generation of electricity from wind power
 
 (ix) In respect of statutory dues:
 
 (a) According to the information and explanations given to us and on
 the basis of our examination of records of the Company, in respect of
 amounts deducted / accrued in the books of accounts, the Company has
 been regular in depositing undisputed statutory dues including Investor
 Education and Protection Fund, EmployeesRs State Insurance, Income-tax,
 Wealth Tax, Custom Duty, Cess and any other statutory dues (as
 applicable to the Company) during the year with the appropriate
 authorities except few minor delays in payment of Income Tax Deducted
 at Source, Provident Fund, Sales Tax, Excise Duty, Service Tax and
 Maharashtra Labour Welfare Fund. According to the information and
 explanations given to us, there are no undisputed statutory dues
 outstanding at year end for a period of more than six months from the
 date they became payable.
 
 (b) According to information and explanations given to us, there is no
 disputed Income Tax, Sales-tax, Custom Duty, Wealth Tax, Service Tax
 and Excise Duty as on 31st March, 2012, which have not been deposited.
 In respect of Income Tax for the assessment year 2005-2006, the demand
 of Rs 9,648,192 is disputed before ITAT. In earlier year, the Income Tax
 department had adjusted the above demand against income tax refund due
 to the Company in respect of other years. Considering the above the
 amount of unpaid disputed dues is Nil.
 
 (x) The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 (xi) Based on our audit procedures and the information and explanations
 given by the management, we are of the opinion that the Company has not
 defaulted in repayment of dues to bank during the year. There are no
 borrowings from financial institutions / debenture holders.
 
 (xii) According to the information and explanations given to us, the
 Company has not granted loans and advances on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 (xiii) The Company is not a chit fund / nidhi / mutual benefit fund /
 society. Therefore, provisions of clause (xiii) of the Order relating
 to compliance with the provisions of special statute relevant to chit
 fund / nidhi / mutual benefit society are not applicable to the
 Company.
 
 (xiv) The Company has maintained proper records of transactions and
 contracts in respect of investments in Mutual Funds / Shares and
 Securities and timely entry has been made therein. All the Investments
 made by the Company are in the name of the Company
 
 (xv) Based on the information and explanations given to us the Company
 has not given any guarantee for loans taken by others from banks or
 financial institutions.
 
 (xvi) Since the Company has not taken any term loan during the year nor
 any unutilised amounts were outstanding at the beginning of the year,
 the question of reporting whether the term loans are applied for the
 purpose for which they have been obtained does not arise.
 
 (xvii) According to the information and explanations given to us and on
 the basis of an overall examination of the Financial Statements, the
 funds raised on short-term basis have not been used for long term
 investments.
 
 (xviii) The Company has not made any preferential allotment of shares
 to parties, firms and companies covered in the register maintained
 under section 301 of the Act.
 
 (xix) The Company has not issued any debentures and accordingly no
 securities needs to be created.
 
 (xx) The Company has not raised any money through a public issue during
 the year. At the beginning of the year under our audit there were no
 unutilised amounts in respect of public issue made in the earlier
 years.
 
 (xxi) During the course of our examination of the books of account and
 records of the Company, carried out in accordance with generally
 accepted auditing practices in India and according to the information
 and explanations given to us, we have neither come across any incidence
 of fraud on or by the Company noticed or reported during the year, nor
 have we been informed of any such case by the management.
 
 For N.A. Shah Associates                For Jain & Trivedi
 
 Chartered Accountants,                  Chartered Accountants,
 
 Firm''s Registration No. 116560W         Firm''s Registration No. 113496W
 
 Sandeep Shah                            Satish Trivedi
 
 Partner                                 Partner
 
 Membership No.: 37381                   Membership No.: 38317
 
 Place: Mumbai                           Place: Mumbai
 
 Date: 10th May, 2012                    Date: 10th May, 2012