1. We have audited the attached Balance Sheet of Responsive Industries
 Limited (''the Company'')as at March 31, 2012 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.
 
 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 for
 our opinion.
 
 3. As required by the Companies (Auditor''s Report) Order, 2003, (CARO)
 as amended, issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of ''The Companies Act, 1956'' of India
 (the ''Act''), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the said Order.
 
 4. Further to our comments in the paragraph 3 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 purpose of our
 audit;
 
 ii. In our opinion, proper books of account 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 statement
 dealt with by this report are in agreement with the books of account;
 
 iv. In our opinion, the balance sheet, profit and 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 representation received from the directors,
 as on March 31, 2012, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 31, 2012
 from being appointed as a director in terms of clause (g) of
 sub-section (l) 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 give the information
 required by the Companies Act, 1956, in the manner so required;
 
 vii. Based on our audit conducted as above, the said accounts 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 March 31, 2012;
 
 b) in the case of the profit and loss account, of the profit for the
 year ended on that date; and
 
 c) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
           
 
 ANNEXURE TO AUDITORS'' REPORT (Referred to in paragraph 3 of the
 Auditors'' Report of even date to the members of Responsive Industries
 Limited on the financial statements for the year ended March 31, 2012)
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) As explained to us, all the fixed assets have been physically
 verified by the management in a phased periodic manner, which in our
 opinion is reasonable, having regard to the size of the Company and
 nature of its assets. No material discrepancies were noticed on such
 physical verification.
 
 (c) There was no substantial disposal of fixed assets during the year.
 
 (ii) (a) The inventory has been physically verified by the management
 during the year. 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) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) As informed, the Company has not granted/taken any loans,
 secured or unsecured to/from companies, firms or other parties covered
 in the register maintained under section 301 of the Companies act,
 1956.
 
 Accordingly, clauses (iii) (b), (c), (d), (e), (f) and (g) of the
 Companies(Auditor''s Report) Order, 2003 (as amended), are not
 applicable to the Company and hence, not reported upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the company and the nature of its business with regard
 to purchase of inventory, fixed assets and for the sale of goods.
 During the course of our audit, no major weakness has been noticed in
 the internal control system in respect of these areas. During the
 course of our audit, we have not observed any continuing failure to
 correct major weaknesses in internal control system of the company.
 
 (v) (a) According to the information and explanations given to us, we
 are of the opinion that there is no transactions that need to be
 entered into the register under section 301 of the Companies Act, 1956.
 
 Accordingly, clauses(v) (b) of the Companies (Auditor''s Report) Order,
 2003 (as amended), are not applicable to the Company and hence, not
 reported upon.
 
 (vi) The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 (vii) In our opinion, the Company has an internal audit system which is
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge, the Central Government of India
 has not prescribed the maintenance of cost records under clause (d) of
 sub-section (l) of Section 209 of the Act for any of the products of
 the Company.
 
 (ix) (a) The Company is generally regular in depositing with
 appropriate authorities undisputed statutory dues including provident
 fund, investor education and protection fund, income-tax, sales-tax,
 wealth-tax, service tax, customs duty, excise duty, cess and other
 material statutory dues applicable to it.
 
 Further, since the Central Government has till date not prescribed the
 amount of cess payable under section 441 A of the Companies Act, 1956,
 we are not in a position to comment upon the regularity or otherwise of
 the company in depositing the same.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, investor
 education and protection fund, income-tax, wealth-tax, service tax,
 customs duty, excise duty, cess and other undisputed statutory dues
 were outstanding, at the year end, for a period of more than six months
 from the date they become payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of income-tax, wealth-tax, service tax, customs duty,
 excise duty, cess which have not been deposited on account of any
 dispute.
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in current and
 immediately preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given to us, the Company does not defaulted in repayment
 of dues to a financial institution, bank of debenture holders.
 
 (xii) According to the information and explanations given to us and
 based on document and records provided 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 fund/society.  Therefore, the provisions of clause 4(xiii) of
 the Companies(Auditor''s Report) Order, 2003 (as amended), are not
 applicable to the Company.
 
 (xiv) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society, other investments. Accordingly, the provisions of
 clause 4(xiv) f the Companies(Auditor''s Report) Order, 2003 (as
 amended), are not applicable to the Company.
 
 (xv) In our opinion and according to the information and explanations
 given to us, the company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 (xvi) The Company has not obtained any term loan.
 
 (xvii) 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 raise on short-term basis have been used for long-term
 investment.
 
 (xviii) The Company has not made preferential allotment of shares to
 parties or companies covered in the register maintained under section
 301 of the Act.
 
 (xix) According to the information and explanations given to us, during
 their period covered by our audit report, the company had not issued any
 debentures. However, the Company has not created any security or charge
 in respect of debentures issued in earlier years.
 
 (xx) The Company has not raised any money by way of public issue during
 the year.
 
 (xxi) Based on the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanation given by the management, we report that
 no fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                                  For Haribhakti & Co.  
                                                Chartered Accountants 
                                                          FRN 103523W
 
 
                                                   Sumant Sakhardande
                                                              Partner
                                                Membership No. 034828
 
 Place: Mumbai
 Date: May 24, 2012