1.  We have audited the attached Balance Sheet of Man Industries (
 India) Limited as at 31st March, 2010 and also the Proft and Loss
 Account and the Cash Flow Statement for the year ended on that date
 annexed thereto. These fnancial statements are the responsibility of
 the Company’s management. Our responsibility is to express an opinion
 on these fnancial statements based on our audit.
 
 2.  We have conducted our audit in accordance with auditing standards
 generally accepted in India. These Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 fnancial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the fnancial statements. An audit also includes
 assessing the accounting principles used and signifcant estimates made
 by the management, as well as evaluating the overall fnancial
 statements presentation. The audited fnancial statements of the Company
 incorporate the audited fnancial statements of the Dubai branch, which
 have been audited by another auditor refecting the total assets
 employed of Rs. 284.32 Lakhs as at 31st March 2010, and total revenues
 amounting to Rs. 49696.53 Lakhs for the year ended on that date and
 that we have relied on the report of the other auditor. Further we
 believe that our audit provides a reasonable basis for our opinion.
 
 3.  As required by the Companies (Auditors’ Report) Order, 2003
 (“CARO”) 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 specifed in
 paragraphs 4 and 5 of the said Order to the extent applicable .
 
 4.  Further to our comments in the Annexure referred to above, we
 report that:
 
 1) 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;
 
 2) 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;
 
 3) The Balance Sheet, Proft and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 4) In our opinion, the Balance Sheet, Proft 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 Act
 except Accounting Standard: 11 issued by Institute of Chartered
 Accountants of India (refer to sub clause d of clause no. G of part II
 & clause no. 16 of part III of Schedule 18 forming part of accounts)
 
 5) On the basis of the written representations received from the
 directors as on March 31, 2010 and taken on record by the Board of
 Directors, we report that none of the directors is disqualifed as on
 March 31, 2010 from being appointed as a director in terms of clause
 (g) of sub-section (1) of section 274 of the Act.
 
 6) Subject to the above, in our opinion and to the best of our
 information and according to the information and explanations given to
 us, the said accounts read together with the “Notes” thereon, 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, 2010; (ii) In the case of the Proft and Loss
 Account, of the proft for the year ended on that date; and (iii) In the
 case of the Cash Flow Statement, of the cash fows for the year ended on
 that date.
 
 MAN INDUSTRIES (INDIA) LIMITED
 
 Annexure referred to in paragraph 3 of our report of even date
 
 1.  (i) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets.
 
 (ii) The Company has formulated a programme of physical verifcation of
 its fxed assets by which all the fxed assets are verifed in a phased
 manner over a period of 2 years. In our opinion, this periodicity of
 physical verifcation is reasonable, having regard to the size of the
 Company and the nature of its assets. No material discrepancies were
 noticed on such verifcation.
 
 (iii) Fixed assets disposed during the year were not substantial and
 therefore do not affect the going concern assumption.
 
 2.  (i) The inventories have been physically verifed during the year by
 the management. In our opinion, the frequency of verifcation is 
 reasonable.  
 
 (ii) The procedure of physical verifcation of inventories followed by 
 the management is reasonable and adequate in relation to the size of 
 the Company and the nature of its business.  
 
 (iii) The Company is maintaining proper records of inventories. The 
 discrepancies noticed on verifcation between the physical stocks and 
 book stocks were not material having regard to the size of the 
 operations.
 
 3.  (i) The Company has granted loans to 3 (Three) parties covered in
 the registered maintained under section 301 of the Companies Act, 1956 
 the amount to Rs. 18402.42 Lakhs. The amount outstanding at year end 
 was Rs. 6395.47 Lakhs.  
 
 (ii) In our opinion and according to explanation and information given 
 to us, the rate of interest and other terms and conditions on which the 
 loans have been granted by the Company are not, prima facie, 
 prejudicial to the interest of the Company.  
 
 (iii) There is no written term & condition and written stipulation as 
 to recovery of principal amount and interest as such we are unable to 
 comment on clauses (iii)(c) & (d) of paragraph 4 of Companies (Auditor’s 
 Report) Order are not applicable to the Company.  
 
 (iv) The Company has taken loans from 2 (Two) party covered in the 
 registered maintained under section 301 of the Companies Act, 1956 
 amounting to Rs. 788.75 Lakhs.The amount outstanding at the
 year end was Nil.  
 
 (v) There is no written term & condition and written stipulation as to 
 repayment of principal amount as such we are unable to comment on clauses 
 (iii)(f) & (g) of paragraph 4 of Companies (Auditor’s Report) Order are 
 not applicable to the Company.
 
 4.  In our opinion and to the information and explanations given to us,
 there is anadequate internal control system commensurate with the size
 of the Company and the nature of its business with regard to purchase
 of inventory and fxed assets and for the sale of goods. During the
 course of our audit, no major weakness has been noticed in the internal
 control system in respect of these area.
 
 5.  (i) 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 Act have been entered in the Register
 required to be maintained under that Section.  
 
 (ii) In our opinion and according to the information and explanations 
 given to us, the transactions made in pursuance of contracts or 
 arrangements entered in the Register maintained under Section 301 and 
 exceeding the value of Rupees Five Lakhs during the year, have been 
 made at prices which are reasonable having regard to the prevailing 
 market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Section
 58A and 58AA of the Act and rules there under, to the extent
 applicable, have been complied with. The management further informs us
 that no order 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 on the Company in respect of the aforesaid deposit.
 
 7.  During the year, the Company has taken steps to strengthen the
 internal audit system. In our opinion it needs to be further
 strengthening.
 
 8.  We have broadly reviewed the books of account and records
 maintained pursuant to the order made by the Central Government for
 maintenance of cost records under section 209(1)(d) of the Act and are
 of the opinion that prima facie, the prescribed accounts and record
 have been made and maintained. We, however, have not made a detailed
 examination of such accounts and record with view to determine whether
 they are accurate or complete.
 
 9.  (i) According to the information and explanations given to us and
 the records examined by us, the Company is regular in
 repositing with the appropriate authorities undisputed statutory dues
 including provident fund, investor education and protection fund,
 employees state insurance, income-tax, sales-tax, wealth –tax, customs
 duty, excise-duty, service tax, cess and other statutory dues wherever
 applicable with the appropriate authorities except in the following
 cases.
 
 Name of the Statue                       Amount (Rs. In Lakhs)
 
 Service Tax (Import of Services)                 31.40
 
 VAT/CST/Entry Tax                                95.06
 
 (ii). According to the records of the Company, there are no dues
 outstanding of sales tax, income-tax, customs duty, wealth tax, excise
 duty, service tax or cess on account of any dispute, other than the
 following:
 
 Name of the Statue     Amount (Rs. In Lakhs)    Forum where dispute
 
 Central Excise Act, 1944.    3958.10          CESTAT, Revenue Authority
 
 Service Tax                   220.13          Commissioner Service Tax
 
 Sales Tax, CST, Entry Tax     571.47          Commissioner Appeals
 
 Income Tax Act, 1961           86.21          Commissioner Appeals
 
 10.  The Company has no accumulated losses as at 31st March 2010 and it
 has not incurred any cash losses in the fnancial year ended on that
 date or in the immediately preceding fnancial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any fnancial institution or bank, as may be
 applicable at the Balance Sheet date.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 13.  The provisions of any Special Statute applicable to Chit Fund,
 Nidhi or Mutual Beneft Fund/ Societies are not applicable to the
 Company.
 
 14.  The Company has maintained proper records of transactions and
 contracts in respect of dealing and trading in shares, securities,
 debentures and other investment and timely entries have generally been
 made therein. All shares, debentures and other securities have been
 held by the Company, in its own name.
 
 15.  In our opinion, and according to the information and explanations
 given to us, the Company has given guarantee on behalf of its
 subsidiaries as mentioned in clause 17 of part III of schedule 18
 forming part of accounts. Further the terms and conditions of the
 guarantee are not prejudicial to the interest of the Company.
 
 16.  In our opinion, and according to the information and explanations
 given to us, Term Loan’s have been applied for the purpose for which
 they were raised.
 
 17.  On the basis of an overall examination of the Balance Sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 18.  According to the information and explanations given to us, the
 Company has made preferential allotment of shares to parties covered in
 the register maintained under section 301 of the Act. In our opinion,
 the price at which shares have been issued is not prejudicial to the
 interest of the Company.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised money through a public issue.
 
 21.  Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the fnancial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the course of our audit.
 
 
 For Rohira Mehta & Associates
 
 Chartered Accountants
 
 Firm Registration No.: 118777W
 
 (Anil V. Rohira) 
 
 Partner
 Membership No. 037339
 
 Place:Mumbai 
 Dated: May 18, 2010