We have audited the attached Balance Sheet of RAMSONS PROJECTS LIMITED
 having its Registered Office at 21-A, Janpath, New Delhi- 110001 with
 Corporate Identity Number L74899DL1994PLC063708 as at 31st March 2011,
 and also 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 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 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.
 
 1.  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 enclose in the Annexure-1 a
 statement on the matters specified in paragraphs 4 and 5 of the said
 Order.
 
 2.  As required by the Non-Banking Financial Companies Auditor''s
 Report (Reserve Bank) Directions, 2008, we have submitted a report to
 the Board of Directors of the Company containing a statement on the
 matters specified in those directions.
 
 3.  Further to our comments in the Annexure – 1, 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 accounts, as required by law have
 been kept by the Company, so far as appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Account and Cash Flow dealt
 with by this report are in agreement with the books of accounts;
 
 (iv) In our opinion, the Balance Sheet, Profit and Loss Account and
 Cash Flow dealt with by this report comply with the Accounting
 Standards referred to in sub-section (3C) of section 211 of the
 Companies Act,
 
 (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 and
 in accordance with the information and explanation as made available,
 the Directors of the Company do not, prime facie, have any
 disqualification as on 31st March 2011 as referred to in clause (g) of
 the subsection (1) of section 274 of the Act.
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the Balance Sheet and Profit & Loss
 Account give the information required by the Companies Act, 1956, 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 31st March, 2011,
 
 (b) in the case of the Profit & Loss Account, of the Profit for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the Cash Flows for the
 year ended on that date.
 
 
 Financial year ending 31st March, 2011
 
 Annexure-1,
 
 Annexure to Auditor''s Report of RAMSONS PROJECTS LIMITED
 
 (Referred to in Paragraph 3 of our report of even date)
 
 i) Fixed Assets:
 
 a) The Company has maintained 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, which in our opinion is reasonable,
 having regard to the size of the Company and nature of its assets. No
 material discrepancies were notice on such physical verification
 
 c) In our opinion and according to the information and explanations
 given to us, a substantial part of the fixed assets has not been
 disposed off by the Company during the year and hence, the going
 concern status of the Company is not affected.
 
 ii) Inventory:
 
 Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the provisions of
 clause 4(ii) of the order are not applicable to the Company.
 
 iii) According to information and explanation given to us, the Company
 has taken unsecured loan from companies, firms and other parties
 covered in the register maintained u/s 301 of the Companies Act, 1956
 and terms and conditions of the loans taken are not prejudicial to the
 interest of the Company. The Company has not granted any loan, secured
 or unsecured, to companies, firms and other parties covered in the
 register maintained u/s 301 of the Companies Act, 1956.
 
 iv) In our opinion and according to the information and explanation
 give 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 audit no major
 weaknesses have been noticed in the internal control system.
 
 v) a) In respect of transactions covered under section 301 of the
 Companies Act 1956, in our opinion and according to the information and
 explanations given to us, the particulars of the contracts/arrangements
 referred to in section 301 of the Companies Act, 1956, have been
 entered in the register required to be maintained under that section.
 
 b) The Company has sold 47000 shares of SAS Servizio Pvt. Ltd. which
 was its associate immediately prior to the sale. Prevailing market
 price of these shares are not available with us. However Company has
 sold these shares at price higher than the value computed u/s 56 of the
 Income Tax Act, 1961.
 
 vi) The Company has not accepted any deposits from the public.
 
 vii) The Company has an internal audit system, the scope and coverage
 of which, in our opinion is required to be enlarged to commensurate
 with the size and nature of its business.
 
 viii) As explained to us, the Central Government has not prescribed the
 maintenance of cost records by the Company under section 209 (1) (d) of
 the Companies Act, 1956. Therefore, the provisions of clause 4(viii) of
 the order are not applicable to the Company.
 
 ix) a) According to the records of the Company, undisputed statutory
 dues including Provident Fund, Investors Education and Protection Fund,
 Employee''s State Insurance, Income Tax, Sales Tax, Wealth Tax, Service
 Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues, to the
 extent applicable in the case of the Company, have been regularly
 deposited with the appropriate authorities. According to the
 information and explanations given to us, no undisputed amounts payable
 in respect of the aforesaid dues were outstanding as at 31st March
 2011, for a period of more than six months from the date of becoming
 payable
 
 b) According to the information and explanations give to us, there are
 no dues outstanding of sales tax, income tax, custom duty, wealth tax,
 service tax, excise duty and cess which have not been deposited on
 account of any dispute.
 
 x) The Company has no accumulated losses at the end of financial year
 and it has not incurred any cash loss in the financial year ended on
 that date and during the immediately preceding financial year.
 
 xi) Based on our audit procedures and according to the information and
 explanations given to us, we are of the opinion that the Company has
 not taken any loan from banks, financial institutions and
 debenture-holders. Accordingly, provisions of clause 4(xi) of the order
 are not applicable to the Company.
 
 xii) According to the information and explanation given to us and based
 on the documents and records produced to us, the Company has not
 granted loans and advances on the basis of security by way of pledge of
 shares, debentures and other securities.
 
 xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual
 benefit funds/society. Therefore, the provisions of clause 4(xiii) of
 the Order are not applicable to the Company.
 
 xiv) In respect of dealing/trading in shares, securities, debentures
 and other investments, in our opinion and according to the information
 and explanations given to us, proper records have been maintained of
 the transactions and contracts and timely entries have been made
 therein. The shares securities, debentures and other investments have
 been held by the Company in its own name except 5900 shares of
 Millenium Bear Industries Ltd., which are held under blank transfer.
 
 xv) The Company has not given any guarantee for loans taken by others
 from bank or financial institution. Therefore, the provisions of clause
 4(xv) of the Order are not applicable to the Company.
 
 xvi) The term loan taken by the Company were applied for the purpose
 for which loan were obtained.
 
 xvii) According to the information and explanations given to us and on
 the overall examination of the Balance Sheet of the Company, we report
 that the funds raised on short – term basis have not been used for long
 – term investments.
 
 xviii) 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.
 
 xix) The Company has not issued any debentures during the year/earlier
 years.  Therefore, provisions of clause 4(xix) of the order are not
 applicable to the Company.
 
 xx) The Company has not raised any money by way of public issue during
 the year.
 
 xxi) Based upon the audit procedures and according to information and
 explanations given to us, no fraud on or by the Company has been
 noticed or reported during the year.
 
 
 Sandeep Kumar & Associates
 Chartered Accountants 
 Firm Regn. No. 004838N
 
 
 
 (CA Raj Kumar)
 Partner
 Mem. No. 501863
 
 Place: Gurgaon 
 Date: 27-05-2011