1.  We have audited the attached Balance Sheet of ORIENT PRESS 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.
 
 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 B.9 of
 Schedule S 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, Profit and Loss Account and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, Profit and 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 Act;
 
 (v) On the basis of written representations received from the directors
 as on 31st March, 2011 and taken on record by the Board of Directors,
 none of the Directors is disqualified as on 31st March, 2011 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 to accounts appearing in schedule S
 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, 2011;
 
 b.  in the case of the Profit and Loss Account, 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 THE AUDITORS'' REPORT REFERRED TO IN PARAGRAPH THREE OF OUR
 REPORT OF EVEN DATE
 
 (1) In our opinion and according to the information and explanations
 given io 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
 ihe size of the Company and the nature of its assets.  According to the
 information and explanations given to us, no discrepancies were noticed
 en 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 :he year except in case of inventory lying
 with third parties, in our opinion, the frequency r>f 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 io 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 interest bearing unsecured loans from a party
 and two companies and also interest free loan from one of the said
 companies covered in the register maintained under section 301 of the
 Act. The maximum amount involved during the year was
 
 Rs.6,70,91,287/- and the year-end balance of such loans was
 Rs.6,05,60,200/-.
 
 (c) In our opinion, the rate of interest (wherever applicable) and
 other terms and conditions on which unsecured loans have been taken
 from a party and 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 a party and 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 interna! control procedures
 commensurate with the size ct 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 we 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.
 
 (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) The Centra! Government has not prescribed the maintenance of cost
 records under section 209(1)(d) of the Act fo any of the products
 manufactured by the company.
 
 (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, 2011 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         16,81,502          November, 2002
 Sales Tax and Works                           onwards
 Contract Tax Liability
 
 Rates & Taxes               1,00,339          September, 2006
                                               onwards
 
 Service Tax                 2,18,350          May, 2009
                                               onwards
 
 (c) As at 31st March, 2011, according to the records of the company and
 the information and explanations given to us, the following are the
 particulars of disputed dues on account of income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty and cess matters that
 have not been deposited:
 
 Nature of          Amount         Period to which     Forum where 
  dues              (Rs.)          the amount          pending
                                   relates
 
 Fringe Benefit     43,033          2006-07            Commissioner
 Tax                                                   Of Income Tax 
                                                       (Appeals)
 
 (11)The Company does not have any accumulatec losses as at 31st March,
 2011. 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
 
 (B.L. Sarda)
 
 Partner
 
 M. No. 14568
 
 Place : Mumbai
 
 Date  : 11th August, 2011