We have audited the attached Balance Sheet of NIVI TRADING LTD. as at
 March 31,2012 and also Profit and Loss Account for the period ended on
 that date. These Financial statements are the responsibilities of the
 Company''s management. Our responsibility is to express an opinion of
 these financial statements based on our audit.
 
 1.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those standards required 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 statements
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of Section 227 (4A) of the Companies
 Act, 1956; we annex a statement on the matters specified in paragraphs
 4 and 5 of the said orders.
 
 3.  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 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
 those books.
 
 c) The Balance Sheet and Profit and Loss Account dealt with by this
 report are in agreement with the books of account.  ....
 
 d) In our opinion, the Balance Sheet and Profit and Loss Account dealt
 with by this report comply with the accounting standards referred to in
 sub-section 3(C) of Sec. 211 of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors,
 as on March 31, 2012, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 2012
 from being appointed as a director in terms of section 274(l)(g) of the
 Companies Act, 1956;
 
 Annexure to the Auditor''s Report of even date to the Members of M/s
 NIVI TRADING LIMITED.
 
 (I) The Company is not having any fixed assets.
 
 (ii) The Company is not having any inventories of raw materials,
 finished goods, stores and spares.
 
 (iii) (a)The Company has not taken any loan covered in the register
 maintained under section 301 of the Act.
 
 (b)The company has granted unsecured loan to a company covered in the
 register maintained under section 301 of the Act. The maximum amount
 involved during the year was Rs. 40,00,000/- and the year and Balance
 of loan granted to such party was Rs 40,00,000/- The loan granted is
 not prima facie prejudicial to the interest of the Company.
 
 (iv) In our opinion and according to the information and explanations
 provided 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
 sale of goods. During the course of our audit, no major weakness has
 been noticed in the internal control;
 
 (v) (a) Based on the audit procedure applied by us and according to the
 information and explanation provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 maintained under Section 301 have been properly entered in the said
 register;
 
 (b) In our opinion and according to the information and explanation
 given to the transaction entered in the register maintained under
 Section 301 and exceeding during the year by Rupees five lakh in
 respect of each party have been made at prices which are reasonable
 having regard to prevailing market prices at the relevant time;
 
 (vi) The Company has not accepted any deposits from the public;
 
 (vii) The Company has a system of interna! audit which, in our opinion
 is commensurate with its size and nature of its business.
 
 (viii) Maintenance of cost records has not been prescribed by the
 Central Government under clause (d) of sub-section (1) of section 209
 of the Companies Act 1956,
 
 f) In our opinion and to the best of our information and according to
 the explanation given to us, the accounts read together with other
 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:
 
 1.  In the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012.
 
 2.  In the case of Profit and Loss Account of the Profit of the Company
 for the period ended on that date .
 
 3.  In the case of Cash Flow Statements, of the cash flows for the year
 ended on that date.
 
 (xviii) During the year, 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;
 
 (xix) The Company does not have any outstanding debenture during the
 year.
 
 (xx) The Company has not raised any money by public issues during the
 year.
 
 (xxi) Based on the audit procedures and 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 course of our audit.
 
 (ix) (a) According to the records, information and explanation provided
 to us, the Company is generally regular in depositing with appropriate
 authorities undisputed amount of provident fund, employees'' state
 insurance, income tax, and other statutory dues applicable to it and no
 undisputed amounts payable were outstanding as 31st March 2012 for a
 period of more than six months from the date they became payable. There
 are no disputed amounts outstanding in respect of Income tax, Sales tax
 and Excise duty etc. as the last day of the Financial year;
 
 (b) According to the records of the Company, the dues of sales tax,
 customs, wealth tax, excise duty, cess which have not been deposited on
 accountof disputes and the forum where the dispute is pending are as
 given below
 
 Name of the     Nature of   Amount     Forum where         Relating to 
 Statute         the dues    (in Rs.)   dispute pending     the year 
                                                            A.Y.
 
 Income tax Act  Income Tax  1,44,016     ITAT(A)           2001-02
 
 Income tax Act  Income Tax    44,683     ITAT(A)           2005-06
 
 (x) The Company has accumulated losses at the end of the financial
 year.
 
 (xi) Based on the audit procedures and on the information and
 explanations given by the management, the Company has not defaulted in
 repayment of dues to the banks or financial institutions.
 
 (xii) Based on our examination and according to the information and
 explanation given to us, the Company has not granted loans and advance
 on the basis of security by way of pledge of shares, debentures and
 other securities.
 
 (xiii) The Company is not a chit/nidhi/mutual benefit fund/society and
 hence clause 4{xiii) of the Order is not applicable.
 
 (xiv) ¦ In our opinion the Company is investing in shares, securities
 debentures and other investments out of free funds.
 
 (xv) On the basis of the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions;
 
 (xvi) On the basis of the information and explanations given to us the
 Company has not obtained term loan during the year;
 
 (xvii) On the basis of our examination of the books of accounts and the
 information and explanation given to us, in our opinion, the funds
 raised on short term basis have not been used for long-term investment.
 
 Gupta Saharia & Co.
 
 Chartered Accountants 
 
 FRN : 103446W
 
 Suresh Saharia
 
 Membership No. 040180
 
 Place : Mumbai
 
 Date  : 25th May, 2012