We have audited the attached Balance Sheet of NALWA SONS INVESTMENTS
 LIMITED as at 31st March, 2011 and also the Profit and 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.
 
 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.
 
 We report that- A) As required by the Companies (Auditor''s Report)
 Order 2003 and the related amendment to Companies (Auditors Report)
 order 2004 issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure hereto, a statement on the matters specified in
 paragraphs 4 and 5 of the said Order, so far as applicable to the
 Company.
 
 B) Further to our comments in Annexure referred to in paragraph (A)
 above, we also 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, the Company has kept proper books of accounts as
 required by law so far as appears from our examination of books.
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account of
 the Company.
 
 (d) In Our opinion, the Balance Sheet, Profit & 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.
 
 (e) Based on representation made by all the directors of the company to
 the Board and the information and explanations as made available to us
 by the company, none of the directors of the company is disqualified as
 on 31st March, 2011 from being appointed as director of the company as
 referred to in clause (g) of sub section (1) of section 274 of the
 Companies Act, 1956.
 
 In our opinion and to the best of our information and according to the
 explanations given to us, the said accounts read together with notes
 thereon give the information required by the Act 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, 2011, and
 
 ii. In the case of the Profit and Loss Account, of the Profit 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 TO AUDITORS'' REPORT
 REFERRED TO IN PARAGRAPH (A) IN OUR REPORT OF EVEN DATE FOR THE YEAR
 ENDED 31.03.2011
 
 1.  a) The Company has maintained proper records in respect of its
 Fixed Assets showing full particulars including quantitative details
 and situation of fixed assets.
 
 b) We have been informed that fixed assets of the Company have been
 physically verified by the management during the year, which in our
 opinion is reasonable. No discrepancies between the book records and
 the physical inventory were noticed.
 
 c) No fixed assets were disposed off during the year.
 
 2.  a) As informed to us, the Company has not given any loan, 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) (b) to (d) of the order
 are not applicable
 
 b) As informed to us, the Company has not taken any loan, 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) (f) and (g) of the order
 are not applicable.
 
 3.  In our opinion and according to information and explanations given
 to us, the internal control system with regard to purchase and sale of
 inventories (including investments) and purchase of fixed assets is
 adequate and commensurate with the size of the company and the nature
 of its business.
 
 4.  In our opinion and according to the information and explanations
 given to us, there are no particulars of contracts or arrangements
 required to be entered into the register maintained under Section 301
 of the Companies Act, 1956, Paragraph 4(v) (b) of the order is not
 applicable.
 
 5.  The Company has not accepted any fixed deposit from the public.
 Therefore the provisions of Section 58A, 58AA or any other relevant
 provisions of the Act and rules framed there under are not applicable
 to the Company.
 
 6.  The Company has an adequate internal audit system, commensurate
 with its size and nature of business.
 
 7.  a) The company is regular in depositing with the appropriate
 authorities undisputed statutory dues including Employees Provident
 Fund, Investor Education and Protection Fund and Income Tax.  There is
 no arrears as at 31st March, 2011 for a period of more than six months
 from the date it become payable.
 
 b) According to the information and explanations given to us, there are
 no dues of Employees Provident Fund, Investor Education and Protection
 Fund which have not been deposited on account of any dispute. The
 disputed dues in respect of Income Tax which has not been deposited
 with appropriate authorities on account of dispute and the forum where
 the dispute is pending are as given below:-
 
 Name of           Amount   Period to  Forum where dispute is
 Statute          (Rs. in
                    Lacs)   which the  pending
                               amount
                              relates
 
 Income Tax Act     97.51     2004-05  Commissioner of
 
                                       Income Tax (Appeal), Delhi
 
 Income Tax Act     89.08     2005-06  Commissioner of
 
                                       Income Tax (Appeal), Delhi
 
 Income Tax Act    275.14     2006-07  Commissioner of
 
                                       Income Tax (Appeal), Delhi
 
 Income Tax Act     49.63     2007-08  Commissioner of
 
                                       Income Tax (Appeal), Delhi
 
 8.  The Company does not have accumulated losses as at the end of the
 financial year. The Company has not incurred cash losses in the current
 financial year and in the immediately preceding financial year.
 
 9.  The Company has not taken any loan from banks, financial
 institutions or debenture holders.  Accordingly paragraph 4(xi) of the
 order is not applicable.
 
 10.  According to the 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.
 Accordingly paragraph 4(xii) of the order is not applicable.
 
 11.  According to the information and explanations given to us, the
 company has given guarantee for loan taken by others from
 banks/financial institutions, the terms and conditions of which are
 prima facie, not prejudicial to the interest of the company.
 
 12.  The Company has maintained proper records of transactions and
 contracts in respect of dealing and trading in shares, securities,
 debentures and other investments and that timely entry have been made
 therein. All shares, securities, debentures and other investments have
 been held by the Company in its own name except investment in a
 subsidiary company pursuant to section 49(3) of the Companies Act,
 1956.
 
 13.  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 which have been
 used for long-term purposes.
 
 14.  According to the information and explanations given to us, 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.
 
 15.  The company has not issued any debentures.  Accordingly paragraph
 4(xix) of the order is not applicable.
 
 16.  The Company has not raised any money by Public issue during the
 year. Accordingly paragraph 4(xx) of the order is not applicable.
 
 17.  During the course of our examination of the books and records of
 the Company, and according to the information and explanations given to
 us by the management, we report that no fraud on or by the Company has
 been noticed or reported during the year.
 
 
                                            For N.C. AGGARWAL & Co.
 
                                             Chartered Accountants
 
                                      Firm Registration No.003273N
 
                                                    (G.K. Aggarwal)
 
                                                           Partner
 
                                                       M.No.086622
 
 Place : Hisar
 
 Dated : 30th May, 2011