1.  We have audited the. attached Balance Sheet of PUNIT COMMERCIAL
 LIMITED, as at 31st March, 2012 and also the Profit & 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 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 of
 our opinion.
 
 3.  As.required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government of India in terms of sub-section (4A) of
 Section 227 of the Companies Act, 1956, we annex hereto a statement on
 the matters specified in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred in paragraph (3)
 above, we report that:
 
 a) We have obtained all the information and explanation 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, as far as it appears from examination of the
 books.
 
 c) The Balance Sheet, the Profit & Loss Account and the cash flow
 statement dealt with by this report are in agreement with the books of
 Accounts.  
 
 d) In our opinion, the Profit & Loss Account, the Cash Flow Statement
 and the Balance Sheet comply .  with the Accounting Standards referred
 to in sub-section (3C) of Section 211 of the Companies Act, 1956.
 
 e) On the basis of the written representation received from the
 directors as on 31st March, 2012, and taken oh record by the Board of
 Directors, we report that none of the Directors of the Company is prima
 facie disqualified as on 31st March, 2011 from being appointed as
 Directors of the Company in terms of clause (g) of sub-section (1J of
 Section 274 of the Companies Act, 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanation given to us, the said accounts together with the notes
 thereon, give the information required by the Companies Act, 1956 in
 the manner so required and give true and fair view in conformity with
 the accounting principals generally accepted in India:-
 
 1) In the case of Balance Sheet of the states of affair of the Company
 as at 31st March, 2012;
 
 2) In case of the Profit & Loss account, of the Profit for the year
 ended on that date; and
 
 3) I n case of the Cash Flow Statement, of the cash flows for the year
 ended on that date.
  
 ANNEXURE TO AUDITORS1 REPORT
 
 Referred to in paragraph 3 of our report of even date on the Accounts
 for the year ended 31th March, 2012.
 
 (i) (a) The Company has maintained records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) The management at reasonable intervals has physically verified the
 fixed assets and no material discrepancies were noticed on such
 verification.
 
 (c) No substantial part of fixed assets were disposed off during the
 year.
 
 (ii) (a) The inventory has 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 inventory followed by
 the management are reasonable and adequate in relation to the size of
 the Company and the nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the Company is maintaining proper records of inventory. No
 discrepancy was noticed on verification of stocks.
 
 (iii) (a) The Company has taken a loan from one Party covered in the
 register maintained under section 301 of the companies Act, 1956. The
 maximum amount involved during the year was Rs.  104.05 Lacs and the
 year-end balance of loans taken from such parties was 43.00 Lacs.
 
 (b) The loans have been granted and taken as Interest-free. Based on
 the audit procedures performed and in our opinion and according to the
 information and explanations given to us by the management, the other
 terms and conditions are not prime facie prejudicial to the interest of
 the company.
 
 (c) According to the information and explanations given to us and the
 books and records examined by us, there are no stipulations as regards
 repayment of principal amounts in respect of the interest free loans
 taken by the company.
 
 (d) According to the information and explanations given to us and the
 books and records examined by us, there is no stipulations .as regards
 repayment and therefore, the question of overdue amounts does not
 arise.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there are adequate internal control system commensurate
 with the size of the Company and the nature of its business.  with
 regard to purchase of inventory and for the sale of goods. During the
 course of our audit, no major weakness has been noticed in the internal
 control system.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the transactions that need to be entered in
 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 such contracts or
 arrangements and exceeding the value of rupees five lacs in respect of
 any party during the year, have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 to which the provisions of Section 58A and 58AA would apply.. 
 
 (vii) In view of the low volume of the transactions the Company has no
 formal internal audit department.  However, its internal control
 procedures ensure reasonable internal checking of its financial and .
 other records.
 
 (viii) As per the information given to us, maintenance of cost records
 has not been prescribed by the Central Government u/s. 209 (1) (d) of
 the Companies Act, 1956 in respect of the business of the Company.
 
 (ix) (a) According to the information and explanations given to us and
 the books and records examined by us, undisputed statutory dues
 including sales tax/income tax/custom duty/wealth tax/excise duty/cess
 and other statutory dues have been generally regularly deposited with
 the appropriate authorities.
 
 (b) According to the information and explanations given to us and the
 books and records examined by us, there are no undisputed amounts
 payable in respect of the aforesaid dues which have remained
 outstanding as at 31st March, 2012 for a period of more than six months
 from the date they became payable.
 
 (x) The Company has incurred cash loss of Rs. NIL in the current year
 and there are no accumulated losses in the balance sheet as on 31st
 March, 2012.
 
 (xi) In our opinion and according to the information and explanations
 given to us, the company has not defaulted in repayment of dues to a
 financial institution or bank.
 
 (xii) The Company has not granted any loans and advances on the. basis
 of security by way of pledge of shares, debentures and other
 securities.  .
 
 (xiii) The Company is not a chit fund or a nidhi/mutualbenefit
 fund/society. Therefore, the provisions of clause 4 (xiii) of the Order
 are not applicable to the Company.
 
 {xiv) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments. Accordingly the
 provisions of clause 4 (xiv) of the Order, are not applicable to the
 Company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given any 1 guarantee for loans taken by others from
 bank or financial institutions.
 
 (xvi) The Company has not obtained term loans, hence the clause 4 (xiv)
 of the Order is not applicable.
 
 (xvii) In our opinion and according to the information and explanations
 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 and vice-versa.
 
 (xviii) According to the information and explanations given to us, the
 Company has not made any preferential allotment of shares to parties
 and companies covered in the register maintained under section 301 of
 the act.
 
 (xix) The Company has not issued any debentures till date.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) According to the information and explanations given to us, no
 material fraud on or by the Company has been noticed or reported during
 the year.
 
                                         FOR K. P. MEHTA & CO.
                                         Chartered Accountants
                                         Firm Reg No. 106243W
 
                                            (K.P. MEHTA)
                                             Proprietor
 Mumbai, 23rd July, 2012                      M.No. 32155