1.  We have audited the attached Balance Sheet of M/S KUSAM ELECTRICAL
 INDUSTRIES LIMITED (the Company) as at 31st March, 2012 and the
 related Statement of Profit and Loss 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 statements
 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) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, and on the
 basis of such checks of the books and records of the Company as we
 considered appropriate and according to the information and
 explanations given to us, we enclose in the Annexure a statement on the
 matters specified in paragraphs 4 and 5 of the said .Order to the
 extent applicable to the Company.
 
 4.  Attention is drawn to note no 26 wherein the company has not
 complied with various conditions as stipulated in the listing
 agreement.
 
 5.  Further to our comments in the Annexure referred to in paragraph 3
 and 4 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 purposes 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 ;
 
 (iii) The Balance Sheet, Statement of Profit & Loss and Cash flow
 statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) 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 sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (v) On the bais of written representations received from the directors,
 as on 31 March 2012 and taken on record by the Board Of Directors, none
 of the directors is disqualified on 31 March 2012 from being appointed
 as director in terms of clause (g) of sub-section (1) of Section 274 of
 the Companies Act, 1956.
 
 (vi) In our opinion and to the best of our information and according to
 explanations given to us the annexed accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view :-
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 (b) in the case of the Statement of Profit & Loss, of the Profit for
 the year ended on that date.
 
 (c) in the Case of Cash Flow Statement, of the Cash Flows for the year
 ended on that date.
 
 Annexure to Auditors'' Report
 
 (Referred to in paragraph 3 of our report of even date)
 
 a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed Assets.
 
 b) All the fixed assets of the company have been physically verified
 during the year by the management and no material discrepancies between
 the book records and the Physical inventory have been noticed.
 
 c) In our opinion and according to the information and explanation
 given to us, the Company has not disposed of a substantial part of
 fixed assets during the year.
 
 ii.  a) The inventory has been physically verified during the year by
 the management at periodical intervals. In our opinion, the frequency
 of verification is reasonable.
 
 b) In our opinion and according to the information and explanation
 given to us, 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) In our opinion and according to the information and explanations
 given to us and on the basis of our examination of records of
 inventory, the Company is maintaining proper records of inventory.
 
 iii. As informed to us, the Company has neither granted nor taken any
 loans, secured or unsecured, to/from companies, firms or other parties
 covered in the Register maintained under Section 301 of the Companies
 Act, 1956. Consequently, reporting under clause (iii)(b), (iii)(c),
 (iii)(d), (iii)(f). (iii)(g) of paragraph 4 of the Order is 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 the nature of its
 business with regard to purchases of inventory, fixed assets and sale
 of goods and services.
 
 v. Based on the audit procedures applied by us and according to the
 information, provided to us 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 entered and the transactions are
 made at the prices which are reasonable with regard to the prevailing
 market prices at the relevant time 
 
 vi. The Company has not accepted any deposits from the public within
 the meaning of Section 58A of the Companies Act, 1956 and the rules
 framed there under. Therefore, the provisions of section 58AA or any
 other relevant provision of the Act are not applicable to the Company.
 
 vii.  The internal audit procedures in the Company commensurate with
 the size and nature of its activities being carried on by the Company.
 
 viii. Since the company is not a manufacturing company, provisions for
 maintenance of cost records under section 209(1 )(d) of the Companies
 Act, 1956 are not applicable to the company.
 
 a) According to the information and explanation given to us and the
 books and records as produced and examined by us, in our opinion, the
 Company is generally regular in depositing undisputed statutory dues
 including Sales tax, income tax, wealth tax, service tax, custom duty,
 cess, excise duty, provident fund, employee''s state insurance, investor
 education & protection fund and other material statutory dues as
 applicable with appropriate authorities.  -
 
 b) According to the information and explanation given to us and the
 records of the company, there have been no dues in respect of Sales
 Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess and Service
 Tax etc. which have not been deposited on account of any dispute.
 
 x.  The Company had not incurred any cash losses both in the financial
 year under report and during the immediately preceding financial year.
 
 xi. Based on our procedures and on the basis of information and
 explanations given by the management, in our opinion the Company has
 not defaulted in repayment of dues to a 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, stock and other
 securities.
 
 xiii. In our opinion, considering the nature of activities carried on
 by the Company during the year, the provisions of any special statute
 applicable to chit fund, nidhi or mutual benefit fund/ societies are
 not applicable to the Company.
 
 xiv. In our opinion and according to the information and explanation
 gives to us, the company is not dealing in or trading in shares,
 securities, debentures and other investments.
 
 xv.  According to the information and explanations provided to us, the
 Company has not issued any guarantee for loans taken by others from
 banks or financial institutions.
 
 xvi. The company has not obtained any term loan, hence the question of
 reporting on the purpose of its application does not arise.
 
 xvii. On the basis of our examinations of the books of accounts and the
 explanations and information''s provided to us, in our opinion, the
 funds raised on short term basis have not been used for long term
 investment.
 
 xviii.  The Company has not made any preferential allotment of shares
 during the year to parties and companies covered in the register
 maintained under Section 301 of the Act.
 
 xix. The Company has not issued any debentures and hence clauses 4(xix)
 of the Companies (Auditor''s Report) Order, 2003 is not applicable to
 the Company.
 
 xx. During the year covered by our report the Company has not raised
 any money by way of public issue.
 
 xxi. During the course of our examination of the books of account
 carried out in accordance with the generally accepted auditing
 practices in India, and according to the information and explanation
 given to us, we have neither come across any instances of fraud on or
 by the Company nor have we been informed of such cases by the
 management.
 
 
 Place: Mumbai                           For CHHAJED & DOSHI.
 
                                       CHARTERED ACCOUNTANTS
 
                             Firm Registration No : 101794 W
 
 
                                                M.P. Chhajed 
 
                                                     Partner 
 
 Date : 6th September 2012            (Membership No.  49357)