1.  We have audited the attached Balance Sheet of MRO-TEK LIMITED, as
 at 31st March 2012 and also the Profit & Loss Account and 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 (Auditors Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 issued by the Central Government of India, in terms of Sub-section (4A)
 of Section 227 of the Companies Act, 1956, 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.
 
 4.  Further to our comments in the Annexure referred to in Paragraph 3
 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 purpose of our
 audit.
 
 b) In our opinion, proper books of accounts as required by Law have
 been kept by the Company so far as appears from our examination of such
 books.
 
 c) The Balance Sheet and 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 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
 and taken on record by the Board of Directors, we report that none of
 the Directors of the company are disqualified as on 31.03.2012 from
 being appointed as Directors of the company under clause (g) of sub
 section (1) of Section 274 of Companies Act, 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the accounts together with the notes
 thereon give the information required under 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 Balance Sheet, of the state of affairs of the company
 as at 31st March 2012;
 
 ii) In the case of profit and loss account, of the Loss for the year
 ended on that date; and
 
 iii) 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 to the members of
 MRO-TEK Limited.
 
 (i) (a)The Company is maintaining proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets.
 
 (b)As per the information furnished, all the fixed assets have been
 physically verified by the management during the year and no material
 discrepancies were noticed on such verification.
 
 (c) During the year, the company has not disposed off any major part of
 Plant & Machinery so as to affect its Going Concern status.
 
 (ii) (a)As explained to us, the Inventories have been physically
 verified during the year by the management. In our opinion, the
 frequency of such verification is reasonable.
 
 (b)As per the information given to us, the procedures of physical
 verification of inventory followed by the management are, in our
 opinion, reasonable and adequate in relation to the size of the company
 and the nature of its business.
 
 (c)On the basis of our examination of Inventory records, in our
 opinion, the company is maintaining proper records of inventory. The 
 discrepancies noticed on verification between physical stock and book 
 records were not material.
 
 (iii) (a) According to the information and explanations given to us, 
 the Company has not granted any loans, secured or unsecured, to 
 companies, firms and other parties covered in the Register maintained 
 under Section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)
 (b), (c), and
 
 (d) of the Order are not applicable to the Company.
 
 (b)According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured, from companies,
 firms and other parties covered in the Register maintained under
 Section 301 of the Companies Act, 1956.  Accordingly, clause 4(iii) (f)
 and (g) of the Order are not applicable to the Company.
 
 (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 purchase of inventory, fixed assets and for
 the sale of goods. Further, on the basis of our examination of the
 books and records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 internal control system.
 
 (v) (a) According to the information and explanations given to us, 
 we are of the opinion that the particulars of contracts or arrangements 
 that need to be entered into a register in pursuance of section 301 
 of the Companies Act, 1956 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 entered in the register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year, have been made at prices which
 are reasonable having regard to prevailing market prices at the
 relevant time.
 
 (vi) According to the information and explanations given to us, the
 company has not accepted deposits from the public and hence, the
 directives issued by the Reserve Bank of India and the provisions of
 Sections 58A and 58AA of the Act and the rules framed there under, are
 not applicable to the Company.
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with its size and nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the company pursuant to the Rules prescribed by the
 Central Government for the maintenance of cost records under Section
 209(l)(d) of the Companies Act, 1956 and we are of the opinion that
 prima facie the prescribed accounts and records have been made and
 maintained. The contents of these accounts and records have not been
 examined by us to determine whether they are accurate or complete.
 
 (ix) (a) According to the information and explanations
 given to us and the records of the Company examined by us, in our
 opinion, the Company is regular in depositing with appropriate
 authorities 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 any other statutory dues as applicable.
 
 (b) According to the information and explanations given to us, there
 were no undisputed amounts payable in respect of 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 statutory dues outstanding as at 31st March 2012
 for a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of income tax, sales tax, wealth tax, service tax, customs
 duty and excise duty, which have not been deposited on account of any
 dispute excepting the following:
 
 Name       Nature     Amount    Period to    Forum 
 of the     of the     Rs.       which the    where
 statute    Dues                 amount       dispute is 
                                 relates      pending
 
 Central    Excise   4,66,90,550  Jan 2008    CESTAT
 Excise     Duty                    to
                                  Mar 2010
 
 (x) The company has accumulated losses as at 31st March 2012 amounting
 to Rs. 13.54 crores which is less than 50% of its Networth. The company
 has incurred cash losses for the financial year and in the immediately
 preceding financial year amounting to Rs. 11.72 crores and Rs. 10.64
 crores respectively.
 
 (xi) According to records of the Company examined by us and the
 information and explanations given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 (xii) According to information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (xiii) In our opinion and according to the information and explanations
 provided to us, the company is not a chit fund or nidhi mutual benefit
 fund / society and therefore, the provisions of clause 4(xiii) of the
 Order are not applicable to the company.
 
 (xiv) According to the information and explanations provided to us, the
 company is not dealing in or trading in shares, securities, debentures
 and other investments and accordingly, the provisions of clause 4(xiv)
 of the Order are not applicable to the company.
 
 (xv) According to the information and explanations given to us, the
 provisions of Clause 4(xv) of the Order are not applicable to the
 company.
 
 (xvi) In our opinion and according to the information and explanations
 given to us, the company has not taken any term loans from banks and
 therefore, the provisions of clause 4(xvi) of the Order are not
 applicable to the company.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, in our
 opinion there are no funds raised on short-term basis that have been
 used for long-term investments.
 
 (xviii) According to the information and explanations
 
 given to us, 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 and therefore, the provisions
 of clause 4(xviii) of the Order are not applicable to the company.
 
 (xix) According to the information and explanations given to us, the
 Company has not issued any debenture and therefore, the provisions of
 clause 4(xix) of the Order are not applicable to the company.
 
 (xx) According to the information and explanations given to us, the
 provisions of Clause 4(xx) of the Order are not applicable to the
 company.
 
 (xxi) During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instances of
 material fraud on or by the Company, noticed or reported during the
 year under review, nor have we been informed of such case by
 management.
 
                                       for Narayanan, Patil and Ramesh
 
                                                 Chartered Accountants
 
                                                     Patil Udaya Kumar
 
                                                               Partner
 
 Place : Bangalore                             Membership No.200/25589
 
 Date : 18 May 2012                                   Firm No. 002395S