We have audited the attached Balance Sheet of Panoramic Universal
 Limited (the Company) as at March 31, 2011 and also the Profit and
 Loss Account for the year ended on that date annexed thereto and the
 Cash Flow Statement for the year ended on 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 generally accepted auditing
 standards 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 misstatements. 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.
 
 As required by the Companies (Auditor''s Report) Order, 2003 as amended
 by the Companies (Auditor''s Report) (Amendment) Order, 2004 (the
 ‘order'') issued by the Central Government of India in terms of section
 227(4A) of the Companies Act, 1956, we give in the annexure, a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order to the extent applicable.
 
 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 and proper returns adequate for the purpose of our audit
 have been received from the USA and UAE branches not visited by us;
 
 (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 Companies Act, 1956;
 
 (v) The audited Accountant''s Review Reports in respect of USA branches
 and audited Receipts and Payments Statement in respect of UAE branch
 have been forwarded to us and have been dealt with by us in preparing
 this report;
 
 (vi) On the basis of written representations received from the
 directors, as on March 31, 2011, taken on record by the Board of
 Directors, we report that none of the directors is disqualified as on
 March 31, 2011 from being appointed as a director in terms of Section
 274 (1) (g) of the Companies Act, 1956;
 
 (vii) 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 Significant Accounting Policies and other notes thereon give the
 information required by the Companies Act, 1956, in the manner so
 required and present 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 March 31, 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 Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 Annexure to the Auditors'' Report
 
 1.  In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) According to the information and explanation given to us, the
 management during the year has physically verified the fixed assets in
 a phased manner, which in our opinion is reasonable, having regard to
 the size of the Company and nature of the assets. No material
 discrepancies were noticed on such verification.
 
 (c) Substantial part of Fixed Assets has not been disposed off during
 the year as to affect the going concern.
 
 2.  In respect of its inventories:
 
 (a) As explained to us, inventories were physically verified during the
 year by the management at regular intervals.
 
 (b) In our opinion, and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and nature of its business.
 
 (c) The company has maintained proper records of inventories. As
 explained to us, there was no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3.  In respect of loans, secured or unsecured, granted or taken by the
 company to/from companies, firm or other parties covered in the
 register maintained under section 301 of the Companies Act 1956.
 
 (a) During the year, the Company has not taken any unsecured loan from
 a Company covered in the register maintained under section 301 of the
 Companies Act, 1956. In our opinion and according to the information
 and explanation given to us, the requirements of provisions of
 sub-clause (b), (c) and (d) of clause 4(iii) of CARO are not applicable
 to the company.
 
 (b) The Company has given interest free unsecured loan to four wholly
 owned subsidiary companies listed in the register maintained under
 section 301 of the Companies Act, 1956. At the year end, the maximum
 amount outstanding against the loans granted to four wholly owned
 subsidiaries aggregated to Rs.16.53 crores. In our opinion and
 according to the information and explanation given to us, the terms and
 conditions of the loan given by the Company is not prima facie
 prejudicial to the interest of the Company. There are no overdue
 amounts and hence the provisions of sub-clause (d) of clause 4(iii) of
 CARO are not applicable to the company
 
 (c) 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 nature of its business
 for the purchase of inventory, fixed assets and also for the sale of
 goods and services. During the course of our audit, no major weakness
 has been noticed in the internal controls.
 
 (d) In our opinion and according to the information and explanations
 given to us, where the Company has entered into transactions for the
 purchase of goods and materials and sale of goods, materials and
 services, made in pursuance of contracts or arrangements entered in the
 register maintained under section 301 of the Companies Act, 1956
 aggregating during the year to Rs.500,000/- or more in respect of each
 party, the same has been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (e) In our opinion and according to the information and explanation
 given to us, the Company has not accepted deposits in terms of the
 provisions of Sections 58A and 58AA or any other relevant provisions of
 the Companies Act, 1956.
 
 (f) In our opinion, the Company has an internal audit system,
 commensurate with its size and the nature of its business.
 
 (g) The central government has not prescribed maintenance of cost
 records under section 209(1) (d) of the Companies Act, 1956.
 
 (h) According to the information and explanations given to us and the
 records of the Company examined by us, in our opinion, there are no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, employees'' state insurance, income tax,
 wealth tax, sales tax, service tax, customs duty, excise duty, cess and
 other material statutory dues that were outstanding as at March 31,
 2011 for a period of more than six months from the dates that they
 became payable.
 
 (i) The Company does not have accumulated losses as at the end of the
 year and the Company has not incurred cash losses during the current
 year.
 
 (j) Based on our audit procedures and to the best of our knowledge and
 belief and according to the information and explanations given to us,
 we are of the opinion that the company has not defaulted in the
 repayment of dues to financial institutions and banks.
 
 (k) According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 (l) The provisions of any Special Statute applicable to Chit Fund,
 Nidhi or Mutual Benefit Fund / Societies are not applicable to the
 Company.
 
 (m) The Company has maintained proper records of transactions and
 contracts in respect of trading in securities, debentures and other
 investments and timely entries have been made therein. The Company in
 its own name has held all shares and other investments.
 
 (n) The company has given guarantee for loan taken by its overseas
 wholly owned subsidiary. According to the information and explanations
 given to us, we are of the opinion that the terms and conditions
 thereof are not prejudicial to the interests of the company.
 
 (o) The Company has obtained Term loan during the year. The Company has
 not defaulted in repayment of dues to bank.
 
 (p) On the basis of review of statements of accounts and as confirmed
 by the management, fund raised on short-term basis have not been used
 for long- term purpose.
 
 (q) The Company has not made any preferential allotment of Shares to
 parties and companies covered in the Register maintained under section
 301 of the Companies Act, 1956.
 
 (r) The Company has not issued any debentures.
 
 (s) The company has not raised fund by way of public issue of shares
 during the year. Accordingly, clause 4(xx) of the Order is not
 applicable to the Company.
 
 In our opinion and according to the information and explanation given
 to us, no fraud on or by the company has been noticed or reported
 during the year that causes the financial statements to be materially
 misstated.
 
                                          For H. H. Topiwala & Co.
                                            Chartered Accountants
                                    Firm Registration No. 111022W
 
                                                   H. H. Topiwala
                                                       Proprietor
                                             Membership No. 38660
 
 Mumbai
 August 25, 2011