Orbit Corporation

We have audited the attached Balance Sheet of Orbit Corporation Limited
 as at 31st March, 2009, 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 Companys 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 signifcant 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.
 
 In accordance with the provisions of Section 227 of the Companies Act
 1956, we report that:
 
 1.  As required by the Companies (Auditors Report) Order, 2003, and as
 amended by the Companies (Auditors report) (Amendment) Order, 2004
 (the Order) issued by the Central Government of India under sub-section
 (4A) of Section 227 of the Companies Act, 1956, we enclose in the
 Annexure, a statement on the matters specifed in paragraphs 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 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 appears from our examination of
 those 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;
 
 (d) In our opinion, the profit and Loss account, the Balance Sheet and
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in section 211(3C) of the Companies
 Act, 1956;
 
 (e) On the basis of the written representations received from Directors
 of the Company as at 31st March, 2009 and taken on record by the Board
 of Directors, we report that none of the Director is disqualifed as on
 31st March, 2009 from being appointed as a Director in terms of Section
 274 (1)(g) of the Companies Act,1956; and
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 signifcant accounting policies in schedule - ‘O and note 15 and other
 notes in schedule -‘P appearing 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;
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2009;
 
 (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 fows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph (1) of our report of even date)
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fxed
 assets.
 
 (b) We are informed that the Company has formulated a programme of
 physical verifcation of all the fxed assets over a period of three
 years which, in our opinion, is reasonable having regard to the size of
 the Company and nature of its assets. Physical verifcation has been
 conducted during the year and no material discrepancies have been
 found.
 
 (c) The Company has not disposed of any substantial part of its fxed
 assets during the year so as to affect its going concern status.
 
 2.  (a) As explained to us, inventories have been physically verifed by
 technically qualifed independent agencies during the year, which in our
 opinion is reasonable.
 
 (b) As per the information, the procedures of physical verifcation of
 inventory followed by management are, in our opinion, 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 such verifcation.
 
 3.  (a) According to the information and explanations given to us, the
 Company has granted, unsecured, interest-free loans to companies, frms
 or other parties covered in the register maintained under section 301
 of the Companies Act, 1956. The numbers of parties involved was one and
 the maximum amount involved during the year was Rs. 357,784,606 and the
 year end balance of such parties was Rs. 148,117,069.
 
 (b) According to the information and explanations given to us, the
 Company has not taken unsecured, interest free loans from companies,
 frms or other parties covered in the register maintained under section
 301 of the Companies Act, 1956.
 
 (c) The terms and conditions of loans given by the Company are
 prima-facie not prejudicial to the interests of the Company.
 
 (d) The above loans are repayable on demand and hence there are no
 amounts overdue for recovery.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fxed assets. We have neither come across nor
 have been informed of any continuing failure to correct major
 weaknesses in internal control system.
 
 5.  (a) According to the information and explanations given to us, we
 are of the opinion that the particulars of contracts or arrangements
 that need to be entered in to the register maintained under section 301
 of Companies Act, 1956, have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements entered in the register maintained under Section 301 of
 the Companies Act, 1956 and exceeding rupees fve 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 deposits during the year from the
 public to which the directives issued by the Reserve Bank of India and
 the provisions of Section 58A, 58AA and any other relevant provisions
 of the Companies Act, 1956 and the rules framed there under apply.
 
 7.  The Company is having an internal audit system commensurate with
 the size of the Company and the nature of its business.
 
 8.  According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  (a) According to the information and explanations given to us,
 there have been delays in depositing undisputed statutory dues
 including provident fund, income tax, wealth tax, cess as applicable
 with the appropriate authorities.  According to the information and
 explanations given to us, no undisputed amounts were in arrears as at
 31st March, 2009 for a period of more than six months from the date
 they become payable.
 
 (b) According to the information and explanations given to us, there
 are no dues in respect of, income tax, vat, wealth tax, service tax,
 custom duty and cess as at 31st March, 2009 which have not been
 deposited on account of any dispute.
 
 10.  The Company has no accumulated losses as at 31st March, 2009 and
 it has not incurred cash loss in the financial year and also in the
 immediately preceding financial year.
 
 11.  The Company has not defaulted in repayment of dues to financial
 institutions, banks and debenture holders.
 
 12.  The Company has not granted loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 Accordingly, reporting on paragraph 4 (xii) of the Order is not
 applicable.
 
 13.  The provisions of any special statute applicable to chit fund/
 nidhi /mutual benefits fund/societies are not applicable to the Company.
 Accordingly, reporting under paragraph 4 (xiii) of the Order is not
 applicable.
 
 14.  In our opinion and according to the information and explanations
 given to us, the Company is not dealing or trading in securities. The
 Company has invested surplus funds in mutual funds.  According to the
 information and explanations given to us proper records have been
 maintained thereof. The investments in mutual funds have been held by
 the company in its own name.
 
 15.  The Company has not given any guarantee for loans taken by others
 from bank or financial institutions. Accordingly, reporting on paragraph
 4 (xv) of the Order is not applicable.
 
 16.  In our opinion and according to the information and explanations
 given to us, the term loans have been applied for the purposes for
 which they were obtained.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance sheet of the Company, we report
 that there are no funds raised on short-term basis which are used for
 long-term investments.
 
 18.  The Company has not made any preferential allotment of shares
 during the year.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not made any public issue of shares during the
 year.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with generally accepted auditing
 practices in India, and according to information and explanations given
 to us, we have neither come across any fraud on or by the Company
 noticed or reported during the year, nor have we been informed of such
 case by management.
 
 
 
 
                                             SHARP & TANNAN
                                      Chartered Accountants
                                             by the hand of
 
 Place: Mumbai                             MILIND P. PHADKE
 Date: 28th July, 2009                              Partner
                                       Membership No. 33013