1.  We have audited the attached Balance Sheet of McDowell Holdings
 Limited, as at 31st March 2012, the Profit and Loss Account and also
 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 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.
 
 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 (1 of 1956), we enclose in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the said order.
 
 4.  As required by the Non-Banking Financial Companies Auditor''s
 Report (Reserve Bank) Directions, 2008 issued under Sub-section (1A) of
 section 45MA of the Reserve Bank of India Act, 1934 (2 of 1934), we
 enclose in the Annexure a statement on the matters specified in
 paragraph 3 of the said directions.
 
 5.  Further to our comments in the annexure referred to 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, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv.  In our opinion, the Balance Sheet, Profit 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 Companies Act, 1956;
 
 v.  On the basis of the written representation received from the
 directors and taken on record by the Board of Directors, we report that
 none of the directors is disqualified as on 31-03-2012 from being
 appointed as a director in terms of clause (g) of sub-section (1) to
 section 274 of the Companies Act, 1956;
 
 vi.  In our opinion and to the best of our information and according to
 the explanations given to us, they said accounts read together with the
 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 accounting principles generally accepted in India;
 
 a.  in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31-03-2012;
 
 b.  in the case of the Profit and Loss account, of the profit for the
 year ended on that date; and
 
 c.  in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Referred to in paragraph 3 of our report of even date
 
 (a) The company did not have any fixed assets. Therefore, the
 provisions of clause 4(i) of the Companies (Auditor''s Report) Order,
 2003 are not applicable to the company.
 
 (b) The company did not have any stocks of goods. Therefore, the
 provisions of clause 4(ii) of the Companies (Auditor''s Report) Order,
 2003 are not applicable to the company.
 
 (c) The company has not granted any loans to companies, firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956. Therefore, the provisions of clause 4(iii)(a) to
 4(iii)(d) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (d) The company has not taken any loans from companies, firms or other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956. Therefore, the provisions of clause 4(iii)(e) to
 4(iii)(g) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (e) In our opinion and according to the information and explanations
 given to us there are adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of the audit, we have not observed any
 continuing failure to correct major weaknesses in internal controls.
 
 (f) According to the information and explanations given to us, there
 were no transactions that need to be entered into the register
 maintained under section 301 of the Companies Act, 1956. Therefore, the
 provisions of clause 4(v)(a) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 (g) In our opinion and according to the information and explanation
 given to us, there were no transactions made in pursuance of contracts
 or arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956. Therefore, the provisions of clause 4(v)(b) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to
 the company.
 
 (h) The company has not accepted any deposits from the public.
 Therefore, the provisions of clause 4(vi) of the Companies (Auditor''s
 Report) Order, 2003 are not applicable to the company.
 
 (i) The company does not have an internal audit system of its own.
 However, the company is subjected to internal audit by the group
 internal audit department. In our opinion, the prevalent system is
 commensurate with the size of the company and nature of its business.
 
 (j) Provisions with regard to maintenance of cost records under section
 209(1)(d) of the Companies Act, 1956 are not applicable to this
 company.
 
 (k) The company is regular in depositing with appropriate authorities
 undisputed statutory dues including income tax and other material
 statutory dues applicable to it.
 
 (l) According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax,
 service tax, sales tax, customs duty, excise duty and cess were in
 arrears, as at 31 -3-2012 for a period of more than six months from the
 date they became payable.
 
 (m) According to the information and explanations given to us, there
 are no dues of sales tax, income tax, customs duty, wealth tax, service
 tax, excise duty and cess which have not been deposited on account of
 any dispute.
 
 (n) The company does not have any accumulated losses. The company has
 incurred cash losses during the immediately preceding financial year.
 The company has not incurred cash losses during the financial year
 covered by our audit.
 
 (o) The company has not taken any loans from banks or financial
 institution. The company has not defaulted in repayment of dues to
 debenture holders.
 
 (p) The company has not granted any loans on the basis of security by
 way of pledge of shares, debentures and other securities. Therefore,
 the provisions of clause 4(xii) of the Companies (Auditor''s Report)
 Order, 2003 are not applicable to the company.
 
 (q) 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 are not applicable to the
 company.
 
 (r) The company is not dealing in or trading in shares, securities,
 debentures and other investments. Therefore, the provisions of clause
 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (s) The company has not given any guarantees for loans taken by others
 from banks or financial institutions.  Therefore, the provisions of
 clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (t) The company has not raised any term loans during the year.
 Therefore, the provisions of clause 4(xvi) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 (u) According to the information and explanations given to us and on an
 overall examination of the balance sheet of the company, we report that
 no funds raised on short-term basis have been used for long term
 investment.
 
 (v) According to the information and explanations given to us, the
 company has not made preferential allotment of shares to parties and
 companies covered in the register maintained under section 301 of the
 Act.  Therefore, the provisions of clause 4(xviii) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 (w) The company is Non-Banking Financial Company registered with
 Reserve Bank of India under section 45-IA of the Reserve Bank of India
 (Amendment Act), 1997. Therefore, the provisions of clause 4(xix) of
 the Companies (Auditor''s Report) Order, 2003 are not applicable to
 the company.
 
 (x) During the year, the company has not raised any money by public
 issue. Therefore, the provisions of clause 4(xx) of the Companies
 (Auditor''s Report) Order, 2003 are not applicable to the company.
 
 (y) According to the information and explanations given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
                                                   For Vishnu Ram & Co.
 
                                                 Chartered Accountants
 
                                                     (S. Vishnumurthy)
 
                                                           Proprietor
 
 Place : Mumbai                                  Membership No. 22715
 
 Date : May 29, 2012                    Firm Registration No. 004742S