1.  We have audited the attached Balance Sheet of KIDUJA INDIA LIMITED
 as at 31st March, 2012 and also the Profit and Loss Statement 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 have conducted our audit in accordance with the 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,
 issued by the Central Government of India in terms of sub-section (4A)
 of Section 227 of the Companies Act, 1956 (hereinafter referred to as
 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 that:
 
 (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, Profit and Loss Statement 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 Statement and
 Cash Flow Statement dealt with by this report comply with the
 accounting standards prescribed by the Companies (Accounting Standards)
 Rules, 2006, to the extent applicable except for recognition of
 actuarial liabilities in respect of Gratuity (Point No. 5 in Note No.
 20)'',
 
 (e) 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 Section 274 (1) (g)
 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 the accompanying
 notes to financial statements, give 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 ii) in the case of the Profit and Loss Statement, of the loss 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 REFERRED TO IN PARAGRAPH 3 OF AUDITORS'' REPORT OF EVEN DATE
 ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012 OF
 KIDUJA INDIA LIMITED
 
 On the basis of such checks as we considered appropriate and according
 to the information and explanations given to us during the course of
 audit, we state that:
 
 1.  a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed assets.
 
 b) All fixed assets have been physically verified by the management at
 reasonable intervals during the year and no discrepancies were noticed
 on such verification.
 
 c) No fixed assets have been disposed off during the year.
 
 2.  a) The inventory of shares has been held in dematerialized form and
 are verified with the Demat account statements at reasonable intervals.
 
 b) The procedures for verification of inventory 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 has maintained proper records of inventory and no
 discrepancies were noticed on physical verification.
 
 3.  a) During the year, the Company has taken interest free loans from
 three Companies covered in the register maintained under Section 301 of
 the Act, terms and conditions whereof, are prima facie, not prejudicial
 to the interest of the Company. Maximum amount due during the year
 Rs.500, 827,000 (including Opening Balance of Rs.385, 425,000) and the
 year-end balance is Rs.385, 597,000.
 
 b) During the year, 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 Act.
 
 4.  There is adequate internal control system commensurate with the
 size of the Company and the nature of its business with regard to
 purchase of shares, fixed assets and for sale of shares except as
 stated in para no.7 below. During the course of our audit, no major
 weaknesses have been noticed in the internal control system.
 
 5.  According to the information and explanations given to us, there
 was no contract or agreement entered into during the year that needs to
 be entered in the register required to be maintained in pursuance of
 Section 301 of the Act.
 
 6.  During the year, the Company has not accepted any deposit within
 the meaning of Section 58A, 58AA and other relevant provisions of the
 Act and rules framed thereunder and read with NBFC regulations issued
 by Reserve Bank of India from time to time.
 
 7.  The Company does not have any system. However, as explained, 
 effective internal control is being exercise departriVenrally.
 
 
 8.  In respect of Company''s activities the central /Government has not
 prescribed maintenance of cost records under of the Act.
 
 9.  a) According to the records of the Company, it is generally regular
 in depositing undisputed statutory dues including Provident Fund,
 Investor Education and Protection Fund, Income Tax, Wealth Tax, Sales
 Tax, Service Tax, Custom Duty, Cess and other material statutory dues
 with the appropriate authorities.  There are no undisputed amounts
 payable in respect of such statutory dues which have remained
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date they became payable.
 
 b) According to the information and explanations given to us, there are
 no dues of income tax, wealth tax, sales tax, service tax, custom duty,
 excise duty and cess which have not been deposited on account of any
 dispute.
 
 10.  The accumulated losses of the Company as at the end of the
 financial year are more than 50% of its net worth. The Company has not
 incurred cash loss during the preceding year but has incurred cash loss
 during the current financial year.
 
 11.  According to the information and explanations given to us, the
 Company has not defaulted in repayment of dues to banks.
 
 12.  During the year, 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 fund benefit
 fund/society. Therefore, the provisions of Clause 4(xiii) of the Order
 are not applicable to the Company.
 
 14.  The Company has kept adequate records of its transactions and
 contracts in respect of dealing in shares, securities and timely
 entries have been made therein. All the shares and securities have been
 held in the name of the Company.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loan taken by others from banks
 or financial institutions.
 
 16.  According to the information and explanations given to us, the
 Company has not obtained any term loan during the year.
 
 17.  According to the information and explanations given to us and on
 overall examination of the cash flow statements and balance sheet of
 the Company, in our opinion, funds raised on short term basis have,
 prima facie, not been used for long-term investment.
 
 18.  During the year, the Company has not made any preferential
 allotment of shares to parties and companies covered in the register
 maintained under Section 301 of the Act.
 
 19.  The Company has not raised any money by way of issue of
 debentures.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India and according to the information and
 explanations given to us, we have neither come across any instances of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the management.
 
                                             For LODHA & CO.
                                      Chartered Accountants
 
                             
 
                                      A.M HARIHARAN
 Place: Mumbai                    
                                      Partner
 
 Date: 29th June, 2012                Membership No.38323
 
                                      Firm Registration No.: 301051E