We have audited the attached Balance Sheet of M/S MAHARASHTRA SEAMLESS
 LIMITED as at 31 st March 2012 and also the annexed Statement of
 Profit and Loss Account and the Cash Flow Statement for the year ended
 on that date (together referred to as ''financial statements''). 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
 
 We conducted our audit in accordance with the auditing standards
 generally accepted in India. These 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003, 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 paragraphs 4 & 5 of the said order.
 
 Further to our comments in the Annexure referred to 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 such
 books.
 
 c) The Balance Sheet, Profit & 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 have been prepared in
 compliance with the Accounting standards referred to in Sub Section
 (3C) of Section 21 I of the Companies Act, 1956.
 
 e) On the basis of the written representations received from the
 directors and taken on record by the Board of Directors, we report that
 none of the said directors are disqualified as on 31 st March 2012,
 from being appointed as directors in terms of clause (g) ofsub-section
 (I) of Section 274 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 financial statements read
 together with significant accounting polices and 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:
 
 In the case of Balance Sheet, of the state of affairs of the Company as
 at 31 st March, 2012 and,
 
 In the case of the Statement of Profit & Loss Account, of the Profit of
 the Company for the year ended on that date
 
 In case of the Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT OF MAHARASHTRA SEAMLESS LIMITED (Annexure
 referred to in our report of even date)
 
 1.  (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (b) The company has a phased programme of physical verification of its
 fixed assets which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. As explained to us,
 the management during the year has physically verified all the fixed
 assets of the Company and no material discrepances between the book
 records and the physical verification were noticed on such
 verification.
 
 (c) Fixed assets disposed off during the year, were not substantial
 and, therefore, ,t does not affect the going concern assumption,
 
 2.  (a) As explained to us, the inventories of finished goods, sem,
 finished goods, stores, spare parts and raw materials except raw
 material in transit, lying with the third parties, have been physically
 verified by the management during the year. In our opinion, the
 frequency of verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 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) The company has maintained proper records of inventories. As
 explained to us, there were no material discrepances noticed on
 physical verification of inventory as compared to the book records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 company to / from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956:
 
 (a) The company has granted loans to six companies during the year. The
 maximum amount involved during the year was Rs. 233 18 lacs the year end
 balance of loan granted to such companies was 7 12031.87 lacs. The
 company has taken loan during the year from one company. The maximum
 amount involved during the year was Rs. 137.74 lacs, the year end balance
 of loan taken from such company was Rs. I 32.54 lacs.
 
 (b) In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions are
 not prima face prejudicial to the interest of the company
 
 (c) In respect of loans granted by the company the interest payments
 are regular and the principal amounts are being received /renewed on
 the due dates. In respect of loans taken by the company, the interest
 payments are regular and the principal amount is repayable on demand.
 
 (d) There is no overdue amount in respect of the above loans,
 
 4.  In our opinion, there is an adequate internal control procedure
 commensurate with the size of the company and the nature of its
 business for the purchase of stores, raw material including components,
 plant and machinery, equipment and other assets, and for the sale of
 goods. Further, on the basis of our examination of the books and
 records of the company in accordance with the generally accepted
 auditing practices, we have neither come across, nor have we been
 informed the existence of major weakness in the internal control
 procedures and systems.
 
 5.  (a) As per the audit procedures applied by us, and according to the
 information and explanations given to us by the management, the
 transactions which are required to be entered in the register
 maintained under section 301 of the Act have been so entered.
 
 (b) As per the audit procedures applied by us and as per the
 information and explanations given to us, with respect to the
 transactions as entered in the register maintained under section 301,
 with any party during the financial year, the prices at which these
 have been made are reasonable having regard to the prevailing, market
 prices at that time.
 
 6.  According to the information and explanations given to us, the
 company has not accepted any deposits during the year from the public
 within the provisions of Section 58A & 58AA of the Companies Act, 1956
 and the Companies (Acceptance of Deposit) rules 1975 have been complied
 with.
 
 7.  In our opinion the company has an internal audit system
 commensurate with the nature and size of its business,
 
 8.  We have broadly reviewed the cost records maintained by the company
 pursuant to the order made by the Central Government for the
 maintenance of cost records, u/s 209(l)(d) of the Companies Act, 1956
 and are of opinion that prima -face the prescribed records and accounts
 have been maintained by the company. However, we have not made a
 detailed examination of these records to verify whether they are
 accurate or complete.
 
 9.  (a) The company is generally regular in depositing the undisputed
 statutory dues including Provident Fund, Investor Education and
 Protection Fund, Employees State Insurance, Income-Tax, Sales Tax,
 Wealth-tax, Custom Duty, Excise Duty, Cess and other statutory dues
 with the appropriate authorities during the year. According to the
 information and explanations given to us, no undisputed amounts payable
 in respect of the aforesaid dues were outstanding as at 31 st March
 2012 for a period of more than six months from the date of becoming
 payable.
 
 (b) According to the information and explanations given to us, details
 of dues of income tax, Sales tax, Custom Duty, Wealth Tax, Excise Duty
 and Cess which have not been deposited as on 31 st March, 2012 on
 account of any dispute are given below:
 
 Name of          Nature of Dues    Forum where   Period to 
                                                  which the    Amount
 the Statute                        dispute is 
                                     pending      amount
                                                  relates     (Rs. in 
                                                               Lacs)
 
 Sales Tax    Demand for Sales Tax  Maharashtra
                                    Sales Tax    2001-2002     4.65
                                    Authority 
                                    (Appellate 
                                    Tribunal)
 
 Excise Duty  Demand for Excise
              Duty                  CESTAT       Jan. 1998-
                                                 June 1999    18.70
 
                                    CESTAT       May 1998-
                                                 Feb.1999      6.73
 
                                    Commissioner
                                    Appeal       Feb. 1999 - 
                                                 March 1999    0.84
 
                                    CESTAT       Dec. 1999     2.42
 
                                    CESTAT       April 2000-
                                                 July 2000     5.03
 
                                    CESTAT       May 2000-
                                                 Aug. 2001     3.74
 
                                    CESTAT       Oct. 2002     0.37
 
                                    CESTAT       2001-2002     3.58
 
                                    Commissioner 
                                    Appeal       2002-2003    12.12
 
                                    Additional
                                    Commissioner 2005-2006     3.46
 
                                                 2006-2007   199.45
 
                                                 2006-2007    54.73
 
                                    Commissioner
                                    Appeal       2007-2008   315.22
 
                                                 2008-2009   580.66
                                                 2009-2010   676.77
                                                 2009-2010    19.44
 
 Income Tax   Demand for 
              Income Tax           Commissioner
                                   Appeal        2006-2007    35.58
 
 10. There are no accumulated losses at the end of the year. There are
 no cash losses during the financial year and in the immediately
 preceding financial year.
 
 11. According to the information and explanations given to us and as per
 the books of accounts examined by us, the company has not defaulted in
 the repayment of dues to the financial institutions / banks.
 
 12. According to the information and explanations given to us, the
 company has not granted any loans and advances on the basis of security
 byway of pledge of shares, debentures and other securities.
 
 13. In our opinion, the company is not a Chit Fund/N,dh,/Mutual Fund/
 Society Therefore, clause 4(x,„) of the Companies (Auditor''s Report)
 Order 2003 are not applicable to the company.
 
 14.  In our opinion, the company is not dealing in or trading in
 shares, securities, debentures and other investments. Accordingly the
 provisions of clause 4(x,v) of the Companies (Auditors Report) Order,
 2003 are not applicable to the Company.
 
 15.  In our opinion and according to the information and explanations
 given to us, the terms and conditions of the corporate guarantees given
 by the company for loan taken by other company from banks are not prima
 face prejudicial to the interest of the company.
 
 16. According to the information and explanations given to us, the
 company has not obtained any term loan during the year: accordingly
 clause (xvi) of paragraph 4 of the Order are not applicable to the
 Company.
 
 17. According t o the information and explanations given to us and as
 per the books and records examined by us, as on the date of Balance
 Sheet, the funds raised by the Company on short-term basis have not
 been applied for long-term investments and vice versa.
 
 18. According to the information and explanations given to us, 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 Companies Act, 1956.
 
 19. The company does not have any debentures outstanding, as on the
 Balance Sheet date, hence, the clause 4(x,x) of the order ,s not
 applicable.
 
 20. The company has not rased any money through the public issue during
 the year. Accordingly, clause 4(xx) of the order is not applicable.
 
 21. According to the information and explanations given to us, and on
 the basis of our examination of the books and records of the company
 earned out in accordance with the generally accepted auditing practices
 in India, we have not come across any such instance of fraud on or by
 the company, noticed and reported during the year.
 
                                     For KANODIA SANYAL & ASSOCIATES
 
                                               Chartered Accountants
                                            Firm''s Regn. No. 008396N
 
                                                        R.K. KANODIA
 
 Place :  New Delhi                                          Partner
 
 Dated : 8th August, 2012                      Membership No. 016121