1.  We have audited the attached Balance Sheet of NAKODA LIMITED as at
 31st December, 2011 and also the Profit and Loss account and Cash Flow
 Statement of the Company for the year ended on that date annexed
 thereto. These financial statements are the responsibilities 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 the 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 (as
 amended) issued by the Central Government of India in terms of sub-
 section (4A) of section 227oftheCompaniesAct, 1956, 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:
 
 (I) 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;
 
 (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 & Loss Account and Cash
 Flow Statement dealt with by this reort comply with the accounting
 standards referred to in Section 211 (3C) of the Companies Act, 1956;
 
 (V) On the basis of written representations received from the Directors
 of the Company as on 31st December, 2011 and taken on record by the
 Board of Directors, we report that none of the Director of the Company
 is disqualified as on 31st December, 2011 from being appointed as a
 Director of the Company under clause (g) of sub section (1) of 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, the said accounts together with 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;
 
 (a) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st December, 2011;
 
 (b) In the case of the Profit and Loss account, of the Profit of the
 company for the year ended on that date;
 
 And
 
 (C) 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)
 
 1.  (a) The company has maintained proper records showing full
 particulars including quantative details and situation of fixed assets
 on the basis of available information.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management during the year in phased periodical manner, which in
 our opinion is reasonable, having regard to the size of company and
 nature of its assets. No material discrepancies were noticed on such
 physical verification.
 
 (c) In our opinion, the company has not disposed off a substantial part
 of its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 2.  (a) As explained to us, inventories have been physically verified
 during the year by the management at regular intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and nature of its business.
 
 (c) The company has maintained proper records of inventories. As
 explained to us there were no material discrepancies noticed on
 physical verification of inventories as compared to the book records.
 
 3.  The company has neither granted nor taken any loans secured or
 unsecured to/from the companies/firms or parties covered in the
 register maintained UnderSection301 of the companies act 1956.
 
 4.  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 for the purchase of inventory, fixed assets and also for the
 sale of goods. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5.  (a) According to the information and explanations given to us, the
 particulars of contracts or arrangements referred to in Section 301 of
 the Companies Act, 1956 that needed to be entered in the
 Register maintained under the said Section have been so entered.
 
 (b) In our opinion and according to the information and explanations
 made in pursuance of such contracts or arrangements 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 the
 prevailing market prices at the relevant time.
 
 6.  The company has not accepted any deposit from the public.
 
 7.  In our opinion, the internal audit system of the company is
 commensurate with the size and nature of its business.
 
 8.  We have broadly reviewed the books of account maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost records under Section 209 (1) (d) of the Companies
 Act, 1956 and are of the opinion that prima facie, the prescribed
 accounts and records have been made and maintained. We have not,
 however, made a detailed examination of the said records with a view to
 determine whether they are accurate or complete.
 
 9.  (a) According to the records of the company undisputed statutory
 dues including Provident Fund, Investor Education and Protection Fund,
 Income Tax, Sales Tax, Excise and Custom, Wealth Tax, Estate Duty have
 been generally regularly deposited with the appropriate authorities.
 
 (b) According to the information and explanation given to us, no
 undisputed amounts payable in respect of the aforesaid dues were
 outstanding as at 31st December2011 for the period of more than six
 months for the date of becoming payable.
 
 (c) According to records of the company, following disputed statutory
 dues have not been deposited with appropriate authorities.
 
                                                          (Rs. In Lacs)
 
 Sr. 
 No  Name of Statute   Nature of 
                       the dues      Forum where dispute is
                                     pending                    Amount
 
 1   Central
     Excise Act 1944   Excise Duty   CEGATE and 
                                     Commissioner of Excise     26.39
 
 10.  The company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 11.  Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution, bank or debenture holders.
 
 12.  According to the information and explanations given to us and
 based on the documents and records produced to 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 respect of dealing/trading in securities, in our opinion and
 according to the information and explanations given to us, proper
 records have been maintained of the transactions and contracts and
 timely entries have been made therein. The securities have been held by
 the Company in its own name.
 
 15.  According to the information and explanations given to us, the
 company has given guarantees for loans taken by others from bank or
 financial institutions and we are of the opinion that the terms and
 conditions thereof are not prima facie prejudicial to the interest of
 the Company.
 
 16.  According to information and explanations given to us and based on
 the documents and records produced to us, the company has applied the
 term loans for the purpose for which the loan were obtained.
 
 17.  According to the information and explanations given to us and an
 overall examination of the Balance Sheet and Cash Flow Statement of the
 company, we report that no funds raised on short-term basis have been
 used for long-term investment.
 
 18.  The company has made preferential allotment of shares during the
 year to parties or companies covered in the register maintained under
 section 301 of the Companies Act, 1956 of Rs. 81.00 Crore.
 
 19.  The company has not issued any debenture.
 
 20.  The company has raised Rs.108.00 Crore through promoter''s Group of
 Company''s and strategic investors.
 
 21.  Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no material fraud on or by the Company has been noticed or
 reported during the course of our audit.
 
 
 
                                             FOR N. M. SINGAPURI & CO.
 
                                                Chartered Accountants
 
                                                      N. M. SINGAPURI
 
                                                              Partner
 
 Place : Surat                                   Membership No. 11601
 
 Date : 12.05.2012                           Registration No. 110264W