We have audited the attached Balance Sheet of M/s. PIX Transmissions
 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.
 
 1.  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 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.
 
 2.  As required by the Companies [Auditors'' Report] Order, 2003, issued
 by the Central Government of India in terms of Section 227(4A) of the
 Companies Act, 1956 (hereinafter referred to as the Act), we enclose in
 the Annexure a statement on the matters specified in paragraph 4 & 5 of
 the said order.
 
 3. 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 as far as appears from our examination of
 those books.
 
 iii] The Balance Sheet, Profit & 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 & 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] On the basis of written representations received from the directors,
 as on 31st March, 2011, and taken on record by the Board of Directors,
 we report that 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 Companies Act; 1956.
 
 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
 significant accounting policies and note on accounts in Schedule 16
 and those appearing elsewhere in the accounts 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 31 st March, 2011.
 
 b) In the case of the Profit and Loss account, of the Profit for the
 year ended on that date.
 
 c) In the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 ANNEXURE TO THE AUDITOR''S REPORT
 
 1.  a. The Company has maintained proper records to show full
 particulars including quantitative details and situation of Fixed
 Assets.
 
 b.  The fixed assets have been physically verified by the management
 during the year and no material discrepancies were noticed on such
 verification
 
 c.  During the year the company has not disposed off a substantial part
 of its fixed assets.
 
 2.  a. The inventories have been physically verified during the year by
 the management, in our opinion the frequency of verification is
 reasonable.
 
 b.  The procedures of physical verification of inventories followed by
 the management are 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.  The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material.
 
 3.  a. The Company has taken loans from Promoters/relatives which are
 covered in the register maintained under Section 301 of the Companies
 Act. The Company has not granted any loans secured or unsecured to
 firms or other parties covered in the register maintained U/s. 301 of
 the Companies Act, 1956.
 
 b.  In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from the Companies, Firms or other
 parties listed in the register maintained under section 301 of the
 Companies Act, 1956 are, not prima facie, prejudicial to the interest
 of the Company.
 
 c.  The Company is regular in repaying the principal amounts as
 stipulated and has been regular in the payment of interest.  ,
 
 d. There is no overdue amount of payments of principal and interest.
 
 4.  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 and fixed assets and for the
 sale of goods.
 
 5.  In respect of transactions entered in the register maintained in
 pursuance of section 301 of the Companies Act, 1956;
 
 a. According to the information and explanations given to us, we are of
 the opinion that the transactions that need to be entered into the
 register maintained under section 301 of the 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 contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lacs in
 respect of any part during the year have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6.  In our opinion and according to the information and explanation
 given to us company has not accepted any deposit from the public.
 
 7.  In our opinion and according to the information and explanation
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and the nature of its
 business.
 
 8.  According to the information, the Central Government has not
 prescribed the maintenance of cost records under section 209(1) (d) of
 the Companies Act, 1956 for any of the products of the Company.
 
 9.  According to the information and explanations given to us in
 respect of statutory and other dues:
 
 a. The Company is regular in depositing with appropriate authorities
 undisputed statutory dues including income tax, sales tax, wealth tax,
 custom duty, excise duty, cess and other statutory dues applicable to
 it except that there were some delays in payment of monthly provident
 fund and ESIC. The Company has paid all the dues of Provident fund and
 ESIC as on 31st March, 2011.
 
 b. According to the information and explanations given to us, no
 undisputed amounts payable in respect of income tax, wealth tax, sales
 tax, custom duty, excise duty and cess were in arrears, as on
 31.03.2011 or a period of more than six months from the date they
 became payable.
 
 10.  The Company has no accumulated losses and has not incurred any
 cash losses during the financial year covered by our audit or in the
 immediately preceding financial year.
 
 11.  In our opinion and according to the information and explanation
 given to us there was no outstanding installment due to financial
 institutions as on 31st March, 2011.
 
 12.  According to the information and explanation given to us, no loans
 and advances have been granted by the Company on the basis of security
 by way of pledge shares, debentures and other securities.
 
 13.  In our opinion, the Company is not a chit fund or a nidhi / mutual
 benefit fund / society. Therefore, the provisions of clause 4(xiii) of
 the Companies (Auditor''s Report) Order 2003 are not applicable to the
 Company.
 
 14.  The Company is not dealing or trading in shares, securities,
 debentures or other investments.
 
 15.  According to the information and explanation given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 16.  The Company has not raised any new term loans during the year.
 
 17.  According to the information and explanation given to us and on an
 overall examination of the balance sheet of the Company, we report that
 no funds raised on short-term basis have been used for long term
 investment. No long term funds have been used to finance short term
 assets except working capital.
 
 18.  The Company has made preferential allotment of Equity Shares
 Warrants to promoter directors and their relatives covered in the
 register maintained under Section 301 of the Act, during the year. In
 our opinion and according to the information and explanations given to
 us, the price at which such warrants/shares have been issued is not
 prejudicial to the interest of the Company (Read with note no. 3 of
 Notes to Accounts)
 
 19.  The Company has not issued any Debentures during the financial
 year covered by our audit.
 
 20.  The company has not raised any money through a public issue during
 the period.
 
 21.  According to the information and explanation given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our audit.
 
                                                 For S.C. Bandi&Co.
 
                                             Chartered Accountants
 
                                                       S. C. Bandi
 
                                                        Proprietor
 
                                                        M.No.16932
 
 Place: Mumbai
 
 Dated: 30.05.2011