We have audited the attached Balance Sheet of Revathi Equipment Limited
 (''the Company'') as at 31st March 2012 and the Profit and Loss Account
 for the year ended on that date, annexed thereto and the Cash Flow
 statement for the year ended on that date.  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 the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements.  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 the 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(as
 amended), by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (the order) issued by the Central Government in exercise of the
 powers conferred by section 227(4A) of the Companies Act, 1956(the
 Act) and according to the information and explanations given to us and
 on the basis of such checks as we considered appropriate, we enclose in
 the annexure a statement on the matters specified in paragraphs 4 and 5
 of the said order.
 
 2.  Further to the 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
 referred to in this report are in agreement with the books of accounts;
 
 d.  In our opinion, the Profit and Loss account, the attached Balance
 Sheet and Cash Flow Statement of the Company as at 31st March, 2012,
 comply with the Accounting Standards referred to in Section 211(3C) of
 the Act;
 
 e.  On the basis of written representations received from the
 directors, as on 31 March, 2012 and taken on record by the Board of
 Directors, we report that none of the directors are disqualified as on
 31 March, 2012 from being appointed as a director of the Company in
 terms of Sec. 274 (1) (g) of the Act.
 
 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
 accounting policies and notes thereon give the information required by
 the Act, in the manner so required and give a true and fair view in
 conformity with the accounting principles generally accepted in India:
 
 i) in case of the Balance Sheet, the state of affairs of the Company as
 at 31st March, 2012;
 
 ii) in case of the Profit and Loss Account, the loss of the Company for
 the year ended on that date; and
 
 iii) in the case of cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE (referred to in paragraph 1 of our report of even date).
 
 (i) (a) The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets;
 
 (b) We are informed that the Company has carried out physical
 verification of its fixed assets during the year by the Company and no
 material discrepancies were noted on such verification.
 
 (c) During the year, the Company has not disposed off substantial part
 of its fixed assets, which could affect the going concern status of the
 company.
 
 (ii) (a) As explained to us, the stocks of finished goods, spare parts
 and raw materials (including components) have been physically verified
 by the management;
 
 (b) In our opinion and according to information and explanation given
 to us the procedures of physical verification of inventory followed by
 the management are generally reasonable and adequate considering the
 items of the inventory, volume thereof, size of the Company and the
 nature of its business;
 
 (c) In our opinion, the Company has maintained proper records of its
 inventory and the discrepancies between the physical stock and book
 records were not material.
 
 (iii) (a) According to information and explanations given to us the
 company had not granted any loans, secured and unsecured, from/to
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, Para 4(iii) (b), 4(iii) (c)
 and 4(iii)(d) of the Order are not applicable.
 
 (b) The Company has taken unsecured loans from a company in earlier
 years covered in the register maintained under section 301 of the Act.
 The maximum amount of such loans during the year and the year end
 balance was Rs.9, 000 thousand.
 
 (c) The above loan is interest free and hence is prima facie not
 prejudicial to the interest of the company.
 
 (d) The above loans have not been recalled.
 
 (iv) Having regard to the explanation given that comparative quotations
 are not available in respect of items of branded/special nature
 purchased during the year, 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 with regard to the purchase of inventory and
 fixed assets and for the sale of goods and services. Further during the
 course of our audit we have neither come across nor have we been
 informed of any instances of major weaknesses in the aforesaid internal
 control procedures and continuing failure on the part of the management
 to take corrective course of action in this regard.
 
 (v) (a) To the best of our knowledge and belief and according to
 information and explanations given to us, the particulars of contracts
 or arrangements referred to in Section 301 of the Companies Act 1956
 have been entered in the register required to be maintained under that
 section; and
 
 (b) Transactions of purchase of services etc. made in pursuance of such
 contracts or arrangements exceeding value in rupees five lacs, namely
 consultancy and taking premises on rent are proprietary/technical and
 of special nature and therefore comparable quotations thereof are not
 available and as such reasonableness with respect to prevailing market
 price as such is not ascertainable.
 
 (vi) The Company has not accepted any deposits from the public during
 the year.
 
 (vii) In our opinion, the internal audit carried out during the year by
 a firm of Chartered Accountants appointed by the management is adequate
 in respect of the area covered during the year.
 
 (viii) On the basis of the records produced, we are of the opinion that
 prima facie the cost records and accounts prescribed by the Central
 Government under section 209 (1) (d) of the Companies Act, 1956 have
 been maintained. However, we have not carried out any detailed
 examination of such records with a view to determine whether they are
 accurate or complete.
 
 (ix) (a) According to information and explanations given to us and as
 per the records of the Company examined by us, in our opinion the
 Company is regular in depositing with the appropriate authorities
 undisputed material statutory dues including Provident Fund, Employees''
 State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom
 Duty, Excise Duty, cess as applicable to it; and
 
 (b) According to information and explanations given to us and as per
 the records of the Company examined by us as at 31st March, 2012, there
 are no amount outstanding in respect of sales tax, wealth tax, service
 tax, custom duty, excise duty and cess which have not been deposited on
 account of any dispute other than income tax dues, in respect of which
 amount involved and forum at which dispute is pending are as follows:
 
 Statute    Nature of 
            Tax       Forum where     Amount    Period to
                      dispute is 
                      pending        (Rs. in 
                                     ''000)      which amount 
                                                relates
 
 The 
 Income Tax Income
            Tax       CIT (Appeals)   28,754    Assessment year
 Act, 1961                                      2004-05
 
 (x) The Company has no accumulated losses as on 31st March 2012 and it
 has not incurred cash losses in the current and immediately preceding
 financial year.
 
 (xi) In our opinion and according to information and explanations given
 to us, the Company has not defaulted in repayment of dues to banks.
 
 (xii) According to information and explanations given 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 said order are not applicable to the company.
 
 (xiv) The Company is not dealing / trading in securities.
 
 (xv) According to information and explanations given to us, the Company
 had given guarantees for loan taken by a subsidiary company from banks.
 Considering the long term involvement in the said company, such
 guarantee is not prima facie prejudicial to the interest of the Company
 
 (xvi) According to information and explanations given to us, no fresh
 term loan has been taken during the year.
 
 (xvii) According to information and explanations given to us and on
 overall examination of the balance sheet of the Company, we report that
 the company has not used the funds raised on short-term basis for
 long-term investments.
 
 (xviii) 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, during the year.
 
 (xix) The Company did not have any outstanding debentures during the
 year. Accordingly, the provision of clause 4(xix) of the order is not
 applicable to the Company.
 
 (xx) The Company has not raised any money through a public issue during
 the year. Accordingly, provision of clause 4(xx) of the Order is not
 applicable to the company.
 
 (xxi) During the course of our examination of the books of accounts
 carried out in accordance with generally accepted auditing practices in
 India, we have neither come across any incidence of fraud on or by the
 Company nor have we been informed of any such case by the management.
 
                                                       For LODHA & CO
 
                                                Chartered Accountants
 
                                   Firm ICAI Registration No.:301051E
 
                                                             H.S. Jha
 
 Place : Kolkata                                              Partner
 
 Date : May 30, 2012                           Membership No.: 055854