We have audited the attached balance sheet of M/S. RAJESH EXPORTS
 LIMITED as on 31st March 2012, and the Profit and Loss account and Cash
 Flow Statement of the company 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.
 
 We have 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.
 
 We report as follows
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 issued
 by the Central Government in terms of sub-section (4A) of Section 227
 of the Companies Act, 1956, and on the basis of such checks and
 verification of the books of accounts as we consider necessary and to
 the best of our knowledge and according to the information and
 explanations given to us during the course of our audit, we enclose in
 the Annexure a statement on the matters specified in paragraphs 4 and 5
 of the said order.
 
 2.  Further to our comments in the Annexure referred to in Paragraph 1
 above.
 
 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, the company has kept proper books of account as
 required by law so far as appears from our examination of the 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, the Profit and Loss account, Cash Flow Statement and
 Balance Sheet comply with mandatory Accounting Standards referred to in
 sub-section (3C) of section 211 of the Companies Act, 1956.
 
 e) On the basis of written representations received from the directors,
 and taken on record by the Board of Directors, we report that none of
 the directors are disqualified as on 31st March 2012 from being
 appointed as a director 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 knowledge and according to the
 information and explanations given to us, the said accounts give
 information required by the Companies Act, 1956, in the manner so
 required and read with other Notes annexed to the audited accounts give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 i) In the case of the balance sheet, of the state of affairs of the
 company as on 31st March 2012 and 
 
 ii) In the case of the Profit and loss account, of the Profit for the
 year ended on that date; 
 
 iii) In the case of cash flow statement, of the cash flow of the company
 for the year ended on that date.
 
 ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE REPORT OF EVEN DATE OF THE
 
 AUDITOR''S TO THE MEMBERS OF M/S. RAJESH EXPORTS LIMITED, BANGALORE, ON
 THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2012.
 
 1.  (a). The company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets but identification mark on the individual assets is not
 displayed.
 
 (b). The Company has drawn up a programme of Physical verification of
 Fixed Assets which in our opinion is reasonable having regard to the
 size of the Company and the nature of its assets. Fixed assets were
 physically verified by the management during the year and no material
 discrepancies were noticed on such verification.
 
 (c). There was no disposal of substantial part of fixed assets during
 the year and therefore, it does not affect the going concern
 assumption.
 
 2.  As explained to us, Inventories held by the company have been
 physically verified by the management at regular intervals during the
 year.
 
 In our opinion and according to the information and explanations given
 to us, the procedures of physical verification followed by the
 management are reasonable and adequate in relation to the size of the
 company and the nature of its business.
 
 The Company has maintained proper records of inventories. As explained
 to us, there were no discrepancies noticed on physical verification of
 inventory as compared to the book records.
 
 3.  As per the information and explanations furnished by the
 Management, the company has not granted any loans to companies or other
 parties listed in the register maintained under section 301 of the
 Companies Act, 1956.
 
 The Company has taken loan from the parties listed in the register
 maintained under section 301 of the companies Act, 1956. These loans
 were taken from three parties and the amount outstanding as at the year
 end is Rs.385995372/- and maximum amount taken at any time of the year
 is Rs.460707638/-.  The rate of interest and other terms and conditions
 of these loans taken are not prima facie prejudicial to the interest of
 the company. The payment of principle amount and interest thereon are
 also regular.
 
 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 and services. During the course of our audit, no major
 weakness has been noticed in the internal control system of the company
 in respect of this area.
 
 5.  (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 companies Act, if any, have been
 entered in the register maintained under section 301 the companies Act,
 1956.
 
 (b). The transactions made in pursuance of such contracts or
 arrangements, exceeding the value of rupees five lakhs in respect of any
 part during the year, if any, have been made at prices which are
 reasonable having regard to prevailing market prices at the relevant
 time.
 
 6.  The company has accepted deposits from an individual and the
 directives issued by the Reserve Bank of India and the provision of
 Section 58A and 58AA or any other relevant provisions of the Companies
 Act 1956 and the rules framed there under, where applicable, have been
 complied with. The Company Law Board has not passed any order with
 regard to public deposits.
 
 7.  In our opinion, the company has it''s own internal audit system
 commensurate with the size and the nature of its business.
 
 8.  The company has maintained cost records and accounts as prescribed
 by the Central Government under section 209(1)(d) of the Companies Act,
 1956. 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. However,
 we have not made a detailed examination of the same.
 
 9.  According to the records of the Company, the Company is generally
 regular in depositing undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employees'' State
 Insurance, Income – Tax, Sales Tax, Wealth Tax, Service Tax, Customs
 Duty, Excise duty, Cess and other statutory dues, as applicable to it,
 with the appropriate authorities.
 
 According to the information and explanations give to us, no undisputed
 amounts payable in respect of aforesaid dues were outstanding at the
 year end for a period of more than six months from the date they become
 payable. Based on information and explanations given to us, we furnish
 hereunder the particulars of disputed aforesaid dues,
 
 Name of          Nature of       Amount in   Period to 
                                              which          Forum where
 the Statute      the dues        Rs.         the amount 
                                              relates        dispute is 
                                                             pending
 
 Karnataka Sales  Sales Tax       1,54,702     2001-02       First 
                                                             Appellate 
                                                             authority
 Tax Act
 
 --Do--            --Do--         1,00,000     2002-03        --Do--
 
 --Do--            --Do--         2,24,355     2003-04        --Do--
 
 Income 
 Tax Act          Income Tax  26,23,25,771     2007-08       The 
                                                             Commissioner
                                                             Appeals
 
 Income Tax Act   Income Tax  18,84,18,119     2008-09       The 
                                                             Commissioner
                                                             Appeals
 
 ESI of 
 Karnataka        ESI            89,27,290     04/2000 to 
                                               03/2003       The 
                                                             Appellate
                                                             Authority 
                                                             ESI,
                                                             Karnataka
 
 ESI of 
 Karnataka        ESI            37,78,409     04/06 to
                                               09/07         The 
                                                             Appellate
                                                             Authority 
                                                             ESI,
                                                             Karnataka
 
 Service Tax      Service Tax  3,67,24,590     2006-07       The 
                                                             Appellate 
                                                             Tribunal,
                  and penalty                                Customs, 
                                                             Excise and
                                                             Service Tax
 
 10.  The Company has no accumulated losses and has not incurred any
 cash losses during the financial year covered by the audit or in the
 immediately preceding financial year.
 
 11.  As per information furnished by the management, the company has
 not defaulted in repayment of dues to banks, financial institutions and
 debenture holders.
 
 12.  According to the information and explanations given to us, the
 Company has maintained adequate documents and records in cases where
 the Company has granted loans on the basis of security by way of pledge
 of shares, debenture and other securities.
 
 13.  The company is not a chit fund or a nidhi /mutual benefit
 fund/society and hence clause 4 (xiii) of Companies ( Auditor''s Report)
 Order 2003 is not applicable to the company.
 
 14.  In our opinion, the company is not a dealer or a trader in shares,
 securities, debentures and other investments.
 
 15.  The company has not given guarantees for loans taken by others
 from banks or financial institutions.
 
 16.  The Company did not have any outstanding term loans at the end of
 the year.
 
 17.  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 by the company.
 
 18.  During the year, 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.
 
 19.  The company has not created any security or charge in respect of
 debentures/bonds issued.
 
 20.  The company has not raised any money through a public issue during
 the year.
 
                                         For V. SIVASANKAR & CO,
 
                                           Chartered Accountants
 
                                          Firm Regn. No. 0108395
 
                                                    Sd/-
 
 Place : Bangalore                         (CA VIJAYA SIVASANKAR.P)
 
 Date  : 30-5-2012                                  Prop.
 
                                                M.No. 214786