We have audited the attached Balance Sheet of Neycer India Limited as
 at 31st March 2012, the Statement of Profit & Loss for the year ended
 on that date, annexed thereto and the Cash Flow Statement for the year
 ended 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 conducted our audit in accordance with the 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.
 
 As required by the Companies (Auditors'' Report) order, 2003, as amended
 by Companies (Auditors'' Report) (Amendment) order, 2004 issued by the
 Central Government in terms of subsection (4A) of section 227 of the
 Companies Act 1956, we enclose in the annexure a statement on the
 matters specified in paragraph 4 and 5 of the said Order.
 
 Further to the comments 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 company''s Balance Sheet and Statement of Profit & Loss dealt
 with by this report are in agreement with the books of account.
 
 (iv) In our opinion, the Balance Sheet and Statement of Profit and Loss
 dealt with by this report 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, as on 31st March, 2012 and taken on record by Board of
 Directors, we report that none of the Directors are disqualified as on
 31st March, 2012 from being appointed as director in terms of 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, subject to non provision of interest on
 the Term Loan and Funded Interest Term Loan from bank amounting to
 Rs.7.27 Crores and interest of Rs. 1.89 Crores on Loan from Body
 Corporate referred to in Note No.29 of Notes to Financial Statements
 the 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 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;
 
 b) In the case of the Statement of Profit and Loss, 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.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 I) a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of Fixed
 Assets.
 
 b) Physical verification of major items of these assets has been
 conducted by the management during the financial year and as explained
 to us, no material discrepancies were noticed on such verification.
 
 c) The Company has not disposed of substantial part of fixed assets.
 
 II) a) Physical verification of Inventory has been conducted by the
 management at reasonable intervals. In our opinion, the frequency of
 verification is reasonable.
 
 b) The procedures of physical verification of inventories followed by
 the management are reasonable and adequate in relation to the size of
 the company and the nature of its business.
 
 c) The company is maintaining proper records of inventory. No material
 discrepancies were noticed on physical verification as compared to the
 book records.
 
 III) a) The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties, covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 b) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties, covered in the Register maintained
 under Section 301 of the Companies Act, 1956.
 
 IV) The Company has adequate internal control system commensurate with
 the size of the company and the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods and
 services.
 
 V) a) The transactions that need to be entered in the register
 maintained under section 301 of the Act have been so entered.
 
 b) According to the information and explanations furnished to us these
 transactions have been made at, prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 VI) The Company has not accepted any deposits from the public within
 the meaning of Section 58A, 58AA or any other relevant provisions of
 the Act and the Rules framed there under.
 
 VII) The Company has an internal audit system commensurate with the
 size and the nature of its business.
 
 VIII) The Central Government has not prescribed the maintenance of cost
 records under section 209 (1) (d) of the Companies Act, 1956.
 
 IX) a) The Company is depositing undisputed statutory dues including
 Provident Fund, Employees'' State Insurance, Investors'' Education and
 Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise
 Duty, Customs Duty, Cess and other statutory dues with the appropriate
 authorities belatedly and there are outstanding statutory dues as at
 the last day of the financial year concerned for a period of more than
 six months from the date they became payable. The extent of the
 outstanding are as under:
 
 Nature of the dues                    Amount Due (Rs.)
 
 Sales Tax                              1,39,65,185
 
 Excise Duty                              22,05,103
 
 Provident Fund                           14,88,318
 
 Tax Collected at Source                      2,375
 
 b) There are disputed dues of tax which have not been deposited and the
 amount involved and the forum where disputes are pending are as under:
 
 Name of the    Nature of     Amount
                              Disputed    Amount 
                                          paid    Forum where
 Statute        Dues           (Rs.)      (Rs.)   dispute is pending
 
 Sales Tax Act  Sales Tax  1,04,10,808    Nil     Assessing authorities 
                                                  and Appellate
                                                  Authorities
 
 X) The Company has accumulated losses exceeding fifty per cent of its
 net worth and has not incurred cash loss in the current financial year
 or in the immediately preceding financial year.
 
 XI) In our opinion and according to the information and explanations
 given to us, the company has defaulted repayment of dues to banks. Tne
 default in respect of principal amount of loan was Rs.  10,22,116 and
 that of interest was Rs. 1,01,33,499 as detailed in Note No.4 of the
 Notes to financial statements.
 
 XII) The Company has not granted loans and advances on the basis of
 security byway of pledge of shares, debentures and other securities.
 
 XIII) The Company is not engaged in the business of nidhi / mutual
 benefit fund/society and hence the question regarding application of
 special statute does not arise.
 
 XIV) The Company is not dealing or trading in shares, securities,
 debentures and other investments.
 
 XV) The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 XVI) The Company has applied the term loan for the purpose for which
 the same was obtained.
 
 XVII) According to the information and explanations given to us and on
 an overall examination of the Balance Sheet of the company, we report
 that the company has not used funds raised on short-term basis for long
 term investment.
 
 XVIII) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of the Act during the year.
 
 XIX) The Company has not issued any debentures.
 
 XX) The Company has not raised any money by public issues during the
 year.
 
 XXI) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.
 
 Place: Chennai                      For Suri & Co
 
 Date: 27-08-2012                Chartered Accountants
 
                                 Firm Regn No: 004283S
 
                                           Sd/-
 
                                        R. Mahesh 
 
                                         Partner
 
                                     Membership No 024775