We have audited the attached Balance Sheet of PREMCO GLOBAL LIMITED,
 Mumbai as at 31st March 2011, the Profit and Loss Account and Cash Flow
 Statement for the period 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 the
 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 the 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 (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of section 227 of the Companies Act, 1956, we enclose
 in Annexure here to a statement on the matters specified in paragraph 4
 and 5 of the said Order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 above, we report that:
 
 a) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 b) In our opinion, proper books of accounts, 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 accounts;
 
 d) In our opinion, Balance Sheet, Profit and Loss Account and Cash Flow
 Statement dealt with by this report comply with mandatory accounting
 standards referred to in sub section (3C) of section 211 of the
 Companies Act, 1956;
 
 e) Based of written representations received and taken on record, we
 are of the opinion that none of the directors are disqualified as on
 31st March, 2011 from being appointed as directors in terms of clause
 (g) of sub section (1) of section 274 of the Companies Act, 1956;
 
 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
 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:
 
 (i) In so far as it relates to Balance Sheet, of the state of affairs
 of the Company as at 31st March, 2011.
 
 (ii) In so far as it relates to of Profit & Loss Account, of the profit
 of Company for the year ended on that date.
 
 (iii)In so far as it relates to the Cash Flow Statement, of the cash
 flow of Company for the year ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in paragraph 2 of our report of even date)
 
 1.  In respect of Fixed Assets:
 
 a) The Company is in the process of updating & maintaining proper
 records showing full particulars including quantitative details and
 situation of fixed assets.
 
 b) As explained to us, the fixed assets have been physically verified
 by the management during the year in a phased periodical manner, which
 in our opinion is not very reasonable, having regard to the size of the
 company and nature of its assets and considering the process of
 updation and maintenance of Fixed Assets Register. No material
 discrepancies were noticed on such physical verification.
 
 c) In our opinion, the company has not disposed of substantial part of
 fixed assets during the year and the going concern status of company is
 not affected.
 
 2. In respect of its inventories:
 
 a) As explained to us, inventories have been physically verified by the
 management at regular intervals during the year.
 
 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) In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of inventories.
 As explained to us, there were 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, firms or other parties covered in the
 Register maintained U/s. 301 of the Companies Act, 1956;
 
 a) The company has taken Loan from one party (P.Y one party) referred
 above of Rs. 50.50 Lacs (P.Y. Rs. 41 Lacs) during the year and the
 Closing Balance as at the end is Rs. Nil Lacs (P.Y. Rs. 28 Lacs). The
 company has given loan to one party (P.Y. one party) aggregating to Rs.
 3.27 Lacs (P.Y. Rs. 0.50 Lacs) and the Closing year end balance is Rs.
 NIL Lacs ( P.Y. Rs. NIL ).
 
 b) In our opinion and according to the information and explanations
 given to us, the rate of interests, wherever applicable and other Terms
 and Conditions are not primafacie prejudicial to the interest of the
 Company.
 
 c) The Company is regular in repaying the principal amount.
 
 d) There is no overdue amount in respect of loans taken and given by
 the Company.
 
 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, Fixed Assets and also for the
 sale of goods. During the course of our audit, we have not observed any
 major weaknesses in internal controls.
 
 5.  In respect of transactions covered under Section 301 of the
 Companies Act, 1956:
 
 a) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements, that needed to be entered in to 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 in pursuance of the contracts or
 arrangements entered in the register maintained Under Section 301 of
 the Companies Act 1956 and exceeding Rs. 5,00,000/- (Rupees Five Lacs
 Only) in respect of any party during the year have been made at price,
 which are reasonable having regard to prevailing market price at the
 relevant time
 
 6.  In our opinion and according to information and explnations given
 to us, the company has not accepted any deposits from public during the
 period covered by our report.
 
 7. The Company has an internal audit system, which in our opinion, is
 commensurate with the size of the company and nature of business.
 
 8.  To the best of our knowledge and according to the explanation given
 to us the Central Government has not prescribed maintenance of the Cost
 Records under Section 209 (1) (d) of the Companies Act for any products
 of the company. We have broadly reviewed the accounts and records of
 the Company in this connection and are of the Opinion, that prima
 facie, the prescribed accounts and records have been made and
 maintained. We have not, however, made a detailed examination of the
 same.
 
 9.  In respect of the statutory dues:
 
 a) According to the records of the Company, undisputed statutory dues
 including Provident Fund, Investor, Education and Protection Fund,
 Employees'' State Insurance, Income Tax, Sale-Tax, Wealth Tax, Customs
 Duty, Cess and other statutory dues have been generally regularly
 deposited with the appropriate authorities. According to the
 information and explanation given to us, no undisputed amounts payable
 in respect of the aforesaid due were outstanding as at 31st March,
 2011.
 
 b) To the best of our knowledge and information provided to us no
 disputed statutory dues is remained outstanding as 31st March 2011.
 
 Status         Nature          Amount     Period        Forum
                of Dues                     A.Y.
 
 Income tax     Income tax     3,12,379    2007-08     Rectification
                                                       Pending
 
 FBT            FBT              39,130    2008-09     Rectification
                                                       Pending
 
 Income tax     Income tax    28,49,450    2009-10     Rectification
                                                       Pending
 
 10.  The company has no accumulated losses and has not incurred any
 cash losses during the financial year cov- ered by our audit or in the
 immediately preceeding Finan- cial Year.
 
 11.  Based on our audit procedures and according to the information and
 explanation given to us, we are of the opinion that company has
 generally not defaulted in repayment of dues to banks.
 
 12.  In our opinion and according to the information and the
 explanation given to us, no loans and advances have been granted by the
 company on the basis of security by way of pledge of shares, debentures
 and other securities.
 
 13.  In our opinion, the Company is not a Chit Fund or Nidhi / Mutual
 Benefit Fund / Society. Therefore, Clause 49 (xiii) of the companies
 (Auditors Report) Order 2003 is not applicable to the Company.
 
 14.  In our opinion and according to the information and explanation
 given to us, the Company has maintained proper records of transactions
 and contracts in respect in the trading in securities, debentures and
 other investments and timely entries have been made therein.  All
 shares, debentures and other investments have been held by company in
 its own name.
 
 15.  According to information and explanation given to us and to the
 best of knowledge, the Company has not given guarantees for loans taken
 by others from banks or financial institutions.
 
 16.  The company has received new term loan during the year and the
 same has been utilized and applied for the purpose for which they were
 obtained other than the amounts temporarily invested pending
 utilization of the same for intended use.
 
 17.  According to information and explanation given to us, and on an
 overall explanation of the Balance Sheet of the Company, we are of the
 opinion that the company has not utilized any fund from Short Term
 Sources towards Long Term Purposes.
 
 18.  During the year, the Company had not made any preferential
 allotment of shares to parties and companies covered in the register
 maintained U/s. 301 of the Companies Act, 1956.
 
 19.  In our opinion and according to the information and explanation
 given to us the Company has not issued any debentures.
 
 20.  The Company has not raised any money by way of public issue during
 the year.
 
 21.  To the best of our knowledge and belief 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 S. P. JAIN & ASSOCIATES,
 
                                                   CHARTERED ACCOUNTANTS
 
                                                             FRN 103969W
 
                                                           KAPIL K. JAIN
 
                                                               (PARTNER)
                                                  Membership No. 108521.
 Place: Mumbai
 
 Date : 24th May 2011.