We have audited the attached Balance Sheet of Maral Overseas Limited as
 at 31st March, 2012, the Statement of Profit and Loss and the Cash Flow
 Statement for the year ended on that date annexed thereto which are the
 amended version of the balance sheet, the statement of profit and loss
 and the cash flow statement approved by the Board of Directors of the
 Company earlier on 3rd May, 2012 and covered by our audit report dated
 3rd May, 2012. Reference is invited to Note 1 in the amended financial
 statements which explain the revision. These amended financial
 statements which have been approved by the Board of Directors on 29th
 October, 2012 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 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.  This audit report is the amended version of our earlier
 audit report dated 3rd May, 2012 which stands superceded.
 
 Without qualifying our report, we draw attention to Note 1 to the
 amended financial statements, relating to appropriations / adjustments
 relating to recognition of provision for proposed dividend.
 
 In accordance with Standard on Auditing 560 (Revised) Subsequent
 Events”, our audit procedures relating to subsequent events for the
 matter stated in the paragraph above is performed until 29th October,
 2012 and for all other subsequent events were carried out until 3rd
 May, 2012.  As required by the Companies (Auditors'' Report) Order, 2003
 (the Order”), 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 as we considered appropriate and according to the
 information and explanations given to us, we give in the Annexure ‘A'' a
 statement on the matters specified in paragraph 4 and 5 of the 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
 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
 account;
 
 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 sub-section (3C) of Section 211 of
 the Companies Act, 1956.
 
 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 clause (g) of sub-
 section (1) of Section 274 of the Companies Act, 1956.
 
 f) Without qualifying our opinion, we draw attention to:
 
 Note 2.2.1 to these financial statements wherein the Company has given
 effect to the financial restructuring package approved by the Corporate
 Debt Restructuring Cell (‘CDR'') and the various lenders.  In view of
 the status of CDR scheme as explained therein, the Management is
 confident of being able to continue and operate the business as a going
 concern and accordingly, these financial statements have been prepared
 on a going concern basis.
 
 g) The Company, has considered certain plant & machinery as continuous
 process and charged depreciation accordingly. This being a technical
 matter, we cannot form an independent opinion on such classification of
 assets and are therefore unable to comment thereon.  (Refer note 2.7.6
 to these financial statements).  Subject to matter stated in paragraph
 (g) above, in our opinion and to the best of our information and
 according to the explanations given to us, the said accounts read with
 the accounting policies 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: 
 
 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 Statement of Profit and Loss, of the loss for
 the year ended on that date; and
 
 iii) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE ‘A'' TO AUDITORS'' REPORT
 
 (Referred to in the Auditors'' Report of even date to the members of
 Maral Overseas ltd. for the year ended 31st March, 2012)
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All fixed assets have not been physically verified by the
 management during the year but there is a regular programme of
 verification which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets.  The discrepancies
 noticed on verification were not material and have been properly dealt
 with in the books of accounts.
 
 (c) Fixed assets disposed off during the year were not substantial and
 therefore do not affect the going concern assumption.
 
 2.  (a) The inventory, except material lying with third parties, has
 been physically verified by the management during the year. In our
 opinion, the frequency of such verification is reasonable.
 
 (b) The procedures for physical verification of inventory followed by
 the management are, in our opinion, reasonable and adequate in relation
 to the size of the Company and nature of its business.
 
 (c) In our opinion, the Company is maintaining proper records of
 inventory. The discrepancies noticed on physical verification of
 inventory as compared to book records were not material and have been
 properly dealt with in the books of accounts.
 
 3.  (a) According to the information and explanations given to us, 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 Companies Act, 1956. Accordingly, the provisions of clause
 4(iii) (a) to (d) of the Order are not applicable to the Company and
 hence not commented upon.  (b) According to information and
 explanations given to us, the Company has not taken any loans, secured
 or unsecured, from companies, firms or other parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order
 are not applicable to the Company and hence not commented upon.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the 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
 major weakness or continuing failure to correct any major weakness in
 the internal control system of the Company in respect of these areas.
 
 5.  (a) Based upon the audit procedures applied by us and according to
 the information and explanations provided by the management, we are of
 the opinion that the particulars of contracts or arrangements referred
 to in section 301 of the Companies Act, 1956 that need to be entered
 into the register maintained under section 301 have been so entered.
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees five lakhs have been
 entered into during the financial year at prices which are reasonable
 having regard to the prevailing market prices at the relevant time,
 where such market prices are available.  In respect of transactions
 where comparable prices are not available and due to the specific
 nature of the items involved, we are unable to comment whether the
 transactions are made at prevailing market prices at the relevant time.
 
 6.  The Company has not accepted any deposits from the public.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size & nature of its business.
 
 8.  We have broadly reviewed the records, including the books of
 account maintained by the Company pursuant to the rules prescribed by
 the Central Government for the maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 in
 respect of Company''s products and are of the opinion that prima facie
 the prescribed accounts and records have been made and maintained.
 
 9.  (a) According to the records of the Company, undisputed statutory
 dues including provident fund, investor education and protection fund,
 employees'' state insurance, income tax, sales tax, wealth tax, service
 tax, custom duty, excise duty, cess and other material statutory dues
 have been regularly deposited during the year with the appropriate
 authorities, though there has been a minor delay in a few cases.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other material statutory dues were outstanding, at the year end, for a
 period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of statutory
 dues of income-tax, sales-tax, wealth-tax, service tax, customs duty,
 excise duty and cess, which have not been deposited on account of a
 dispute are referred to in Annexure ‘B''.
 
 10.  The accumulated losses of the Company at the end of the financial
 year are more than fifty percent of its net worth. The Company has not
 incurred cash losses in the current financial year and immediately
 preceding financial year.
 
 11.  Based on our audit procedures and as per the information and
 explanations given by the management and in view of the practice
 followed by the lenders, as explained in note 2.2.1 to these financial
 statements, we are of the opinion that the Company has not defaulted in
 repayment of dues to any financial institution or bank.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order, 2003 (as amended) 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(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions.
 
 16.  The Company did not raise any term loans during the year.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that funds raised on short term basis have been used for long term
 investments to the extent ofRs. 2,199 lakhs, being the gap between
 current liabilities and current assets.
 
 18.  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 has not issued any debentures.
 
 20.  The Company has not raised any money by way of public issue,
 during the year.
 
 21.  Based on the audit procedures performed and as per the information
 and explanations given by the management, no fraud on or by the Company
 has been noticed or reported during the year.
 
 For Doogar & Associates                   For Ashim & Associates
 
 Chartered Accountants                      Chartered Accountants
 
 Firm Registration No. 000561N       Firm Registration No.006064N
 
 Mukesh goyal                                       Ashim Agarwal
 
 Partner                                                  Partner
 
 Membership No.081810                        Membership No.084968
 
 Place: Noida (U.P.)
 
 Date: 3rd May, 2012