We have audited the attached Balance Sheet of M/S. MUNOTH COMMUNICATION
 LIMITED. as at 31st March 2012 and the related Profit and Loss Account
 and Cash Flow Statement of the company for the year ended on that date.
 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 have 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.
 
 1.  As required by the Companies (Auditors Report) order, 2003 as
 amended by the companies (Auditors'' 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 on the basis of such checks
 of the books and records as we considered necessary and appropriate and
 according to the information and explanation given to us during the
 course of the audit, we enclose in the Annexure a statement of matters
 specified in paragraph 4 and 5 of the said order.
 
 2.  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 it appears from our examination of those
 books.
 
 c) The Balance Sheet, Profit and loss Account and the Cash Flow
 Statement dealt with by report are in agreement with the books of
 accounts;
 
 d) In our opinion and to the best of our information the Balance Sheet
 and Profit & Loss Account and the Cash Flow Statement dealt with by
 this report complies with the accounting standards as referred to in
 Section 211(3C) of the Companies Act, 1956.
 
 e) On the basis of written representation 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 are disqualified as on March 31st,
 2012 from being appointed as a director in terms of section 274(1) (g)
 of Companies Act, 1956.
 
 3.  In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts 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 :-
 
 a.  In the case of the Balance sheet, of the state of affairs of the
 company as at 31st March, 2012;and
 
 b.  In the case of Profit and Loss Account of the Loss for the year
 ended on that date.
 
 c.  In the case of the Cash Flow Statement of the Cash Flow for the
 year ended on that date.
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of its Fixed
 Assets. The Fixed Assets have been physically verified by the
 management during the period.
 
 (b) According to the information and explanations given to us, Fixed
 Assets have been physically verified by the management during the year
 and no material discrepancies were noticed on such verification as
 compared to the available records. In our opinion the frequency of such
 physical verification is reasonable having regard to the size of the
 company and the nature of its assets.  None of the Fixed Assets have
 been revalued during the year.
 
 (c) The fixed assets disposed off during the year, in our opinion, do
 not constitute substantial part of the fixed assets of the Company and
 such disposal has, in our opinion, not affected the going concern
 status of the Company.
 
 (ii) According to the information and explanations given to us, the
 stock of Inventory has been physically verified during the year by the
 Management at reasonable intervals. In our opinion, the procedures of
 physical verification of inventory followed by the management are
 reasonable and adequate in relation to the size of the company and the
 nature of its business. The company has maintained proper records of
 inventory. And also the Company has stock in trade of shares which is
 lying with and confirmed by the depository.
 
 (iii) According to the information and explanations given to us, the
 Company has not granted or taken any secured or unsecured loans during
 the year from companies, firms or other parties listed in the register
 maintained under section 301 of the Companies Act, 1961 (1 of 1956) and
 accordingly, paragraphs 4 (iii), (b), (c), (d), (e), (f) and (g) of the
 order are not applicable.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there were adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to the purchase of fixed assets and for the sale of goods and service.
 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 weakness in the aforesaid internal
 control procedures.
 
 (v) In our opinion and according to the information and explanations
 given to us, there are no transactions of purchase of goods and
 material and sale of goods, materials and services made in pursuance of
 contracts or arrangement required to be entered in the register
 maintained under section 301 of the Companies Act, 1956 (1 of 1956),
 aggregating during the year of Rupees Five Lakhs or more in respect of
 each party.
 
 (vi) The Company has not accepted any deposits from the public;
 
 (vii) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business;
 
 (viii) Maintenance of cost records as prescribed by the Central
 Government under Section 209 (1) (d) of the Companies Act, 1956 (1 of
 1956) are not applicable to the company.
 
 (ix) (a) According to the records of the company, the company is
 generally regular in depositing with appropriate authorities,
 undisputed statutory dues including Provident Fund, excepting a sum of
 Rs.93,850/- of undisputed tax on lease rentals.
 
 (b) According to the information and explanations given to us, no
 disputed amounts payable in respect of statutory dues were outstanding
 as at 31st March 2012 for a period of more than six months from the
 date they become payable. Further, since the Central Government has not
 prescribed the amount of cess payable under Section 441A of the
 Companies Act, 1956, we are not in a position to comment on the
 regularity or otherwise of the Company depositing the same.
 
 (x) The accumulated losses as at 31.3.2012 are not in excess of 50% of
 the net worth. The Company has incurred cash loss during the financial
 year covered by our audit but not in the immediately preceding
 financial year.
 
 (xi) According to the records of the company examined by us and the
 information and explanations given by the management, the company has
 not defaulted in repayment of dues to banks or any financial
 institutions.
 
 (xii) The Company has not granted loans and advances on the basis of
 security by way of pledge of shares.
 
 (xiii) The provision of any special statute applicable to chit fund /
 nidhi / mutual fund / societies are not applicable to the company.
 
 (xiv) The Company has maintained proper records of transactions and
 contracts in respect of dealing or trading in shares, securities,
 debentures and other investments and timely entries have been made
 therein.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any guarantee for the loans taken by others from
 banks or financial institutions during the year.
 
 (xvi) According to the explanations and information given to us term
 loans were applied for the purpose for which the loans were obtained by
 the Company.
 
 (xvii) According to the information and explanations given to us and on
 the overall examination of the Source and Application of the Funds of
 the company, we report that no funds raised on short-term basis have
 been used for long-term investment by the company.
 
 (xviii) During the year the company has not made any preferential
 allotment of shares.
 
 (xix) The Company has not issued any debentures during the year.
 
 (xx) The Company has not raised any money by way of Public Issue during
 the year.
 
 (xxi) During the course of our examination of the books and records of
 the company carried in accordance with the generally accepted auditing
 practices in India, and according to information and explanations given
 to us, we have neither come across any instance of fraud on or by the
 company noticed or reported during the year, not we have been informed
 of such case by the management.
 
 
                                                     For KUMBHAT & CO
 
                                                Chartered Accountants 
 
                                                         FRN.:001609S
 
                                                         Ajit Kumbhat
 
 Place : Chennai                                              Partner
 
 Date : 26/05/2012                                         M.No 19582