1.  We have audited the attached Balance Sheet of ORIENT PRESS LIMITED,
 as at 31st March, 2012 and also the Statement of Profit and Loss 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.
 
 2.  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 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 (the
 ''order'') as amended, issued by the Central Government of India in terms
 of sub-section (4A) of section 227 of the Companies Act, 1956 (the
 Act), we enclose in the Annexure a statement on the matters specified
 in paragraphs 4 and 5 of the said Order.
 
 4.  Without qualifying our opinion, we draw attention to Note No. 33 on
 financial statements regarding non-provision for taxation under section
 115JB of the Income Tax Act,1961, based on expert opinion according to
 which non rejection of grant of relief u/s.115JB and other reliefs
 under the said Act by Tax Authorities as directed by the Board for
 Industrial and Financial Reconstruction in the sanctioned
 Rehabilitation Scheme for their consideration for which Company has
 submitted all the details and the matter is pending disposal with them
 .
 
 5.  Further to our comments in the Annexure 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 Balance Sheet, Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, statement of Profit and Loss
 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 Act;
 
 (v) On the basis of written representations received from the directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 none of the Directors is disqualified as on 31st March, 2012 from being
 appointed as a director in terms of clause (g) of sub-section (1) of
 section 274 of the Act;
 
 (vi) 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
 accounting policies and notes on financial statements 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:
 
 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.
 
 (1) In our opinion and according to the information and explanations
 given to us, the nature of the Company''s business / activities during
 the year are such that clauses (xiii) and (xiv) of paragraph 4 of the
 order are not applicable to the company.
 
 (2) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) According to the information and explanations given to us, fixed
 assets of the Company have been physically verified by the Management
 during the year which, in our opinion, is reasonable having regard to
 the size of the Company and the nature of its assets. According to the
 information and explanations given to us, no discrepancies were noticed
 on such verification.
 
 (c) According to the information and explanation given to us, the
 company has not disposed off substantial part of fixed assets which
 could affect the going concern status of the company.
 
 (3) (a) The inventory of the company has been physically verified by
 the Management at the end of the year except in case of inventory lying
 with third parties. In our opinion, the frequency of verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the Management were reasonable and adequate in relation to
 the size of the Company and the nature of its business. In case of
 inventory lying with third parties, confirmation have been obtained for
 inventory held by them at the end of year.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company has maintained proper records of inventory and
 the discrepancies noticed on physical verification between the physical
 stocks and the book records were not material and have been properly
 dealt with in the books of account.
 
 (4) (a) The company has not granted any secured or unsecured loan to
 companies, firms and other parties covered in the register maintained
 under section 301 of the Act during the year. Therefore, comments under
 clause 4(iii)(a) to (d) of the order are not applicable.
 
 (b) The Company has taken unsecured demand loan from two companies
 covered in the register maintained under section 301 of the Act. The
 maximum amount involved during the year was Rs 6,37,60,200/- and the
 year-end balance of such loans was Rs 1,93,24,680/-.
 
 (c) In our opinion, the rate of interest and other terms and conditions
 on which unsecured demand loans have been taken from two Companies
 listed in the register maintained under section 301 of the Act are not,
 prima facie, prejudicial to the interest of the company.
 
 (d) According to the information and explanations given to us, the
 unsecured loans taken from two Companies are without any stipulations
 as to repayment and hence question of regular repayment of principal
 amounts does not arise.
 
 (5) 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 for sale of
 goods and services. Further, on the basis of our examination and
 according to the information and explanations given to us, we have
 neither come across nor have been informed of any instance of major
 weakness in the aforesaid internal control procedures. However, the
 same needs to be strengthened.
 
 (6) (a) In our opinion and according to the information and
 explanations given to us, the particulars of contracts or arrangements
 referred to in section 301 of the Act have been entered in the Register
 required to be maintained under that section.
 
 (b) In our opinion and according to the information and explanations
 given to us, in respect of transactions of purchase of goods and
 services made in pursuance of contracts or arrangements entered in the
 register maintained under section 301 of the Act and exceeding the
 value of rupees five lakhs in respect of a party during the period,
 have been made at prices which are reasonable having regard to the
 prevailing market prices for such goods and services at the relevant
 time and in respect of one such party during the year for services
 obtained from it, no comparison could be made since similar
 transactions have not been made with other parties.
 
 (7) In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Section
 58A, Section 58AA or any other relevant provisions of the Act and the
 Companies (Acceptance of Deposits) Rules, 1975 with regard to the
 deposits accepted from the public. Accordingly, there have been no
 proceedings before the Company Law Board or National Company Law
 Tribunal or any Court or any other Tribunal in this matter and no order
 has been passed by any of the aforesaid authorities.
 
 (8) The Internal Audit is being conducted by a firm of Chartered
 Accountants appointed by the management and in our opinion, the same
 commensurates with the size and nature of company''s business.
 
 (9) 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 in respect of its products and are of the opinion that, prima
 facie, the presribed accounts and records have been made and
 maintained. However, we have not carried out a detailed examination of
 the accounts and records with a view to determine whether these are
 accurate or complete.
 
 (10) (a) On the basis of information available, the company is
 generally regular in depositing with appropriate authorities undisputed
 statutory dues including provident fund, investor education and
 protection fund, employees'' state insurance, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty, cess and other
 statutory dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of investor education and
 protection fund, income tax, sales tax, wealth tax, service tax, custom
 duty, excise duty and cess were in arrears, as at 31st March, 2012 for
 a period of more than six months from the date they became payable
 except the following :
 
 Nature of dues          Amount (Rs)    Period to which the amount relates
 
 Sales Tax, Central 
 Sales Tax and Works      16,81,502    November, 2002 onwards
 
 Contract Tax Liability
 
 Rates & Taxes               96,320    September, 2006 onwards
 
 (c) According to the records of the company and the information and
 explanations given to us, there are no dues as at 31st March, 2012 on
 account of income tax, sales tax, wealth tax, service tax, custom duty,
 excise duty and cess matters that have not been deposited on account of
 dispute.
 
 (11) The Company does not have any accumulated losses as at 31 st
 March, 2012. The company has not incurred cash losses during the
 financial year ended on that date and also in the immediately preceding
 financial period.
 
 (12) In our opinion and according to the information and explanations
 given to us, the Company has not defaulted in repayment of dues to its
 Bank. The Company has not obtained any borrowings from any financial
 institutions or by way of debentures.
 
 (13) The Company has not granted any loans and advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 (14) To the best of our knowledge and belief and according to the
 information and explanations given to us, the Company has not given any
 guarantees for loans taken by others from banks or financial
 institutions.
 
 (15) To the best of our knowledge and belief and according to the
 information and explanations given to us, no term loans were obtained
 by the company during the year.
 
 (16) According to the Cash Flow Statement and other records examined by
 us and the information and explanations given to us, on an overall
 basis, funds raised on short term basis have prima facie, not been used
 during the year for long term investment.
 
 (17) According to the information and explanations given to us, the
 Company has not made any preferential allotment during the year to
 companies / firms / parties covered in the register maintained under
 section 301 of the Act.
 
 (18) The Company has not issued any debentures during the year and
 hence creation of security or charge for the same is not applicable.
 
 (19) The Company has not raised any money by public issue during the
 year.
 
 (20) According to the information and explanations given to us, no
 fraud on or by the company has been noticed or reported during the
 year.
 
                                        For B.L. Sarda & Associates
 
                                       Firm Registration No.109266W 
 
                                              Chartered Accountants
 
                                                       (S.C. Mantri) 
 
                                                            Partner 
 
                                                      M. No. 041638
 
 Place : Mumbai
 
 Date : 30th May, 2012