We have audited the attached Balance Sheet of Rishabhdev Technocable
 Ltd. as at 31st March 2011 and also Profit & Loss Account and the 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 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 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.
 
 1.  As required by the Companies (Auditor''s Report) Order, 2003 as
 amended by Companies (Auditor''s Report) (Amendment) Order, 2004, issued
 by Central Government of India in terms of sub section (4A) of section
 227 of the Companies Act, 1956, we enclose in the Annexure a statement
 on the matters specified in paragraph 4 and 5 of the said order.
 
 2.  Further to our comments in the Annexure referred to in paragraph
 No.1 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 account as required by law have
 been kept by the Company so far as appears from our examination of the
 books.
 
 (c) The Balance Sheet, Profit & Loss Account and the cash flow
 statement dealt with by this report are in agreement with books of
 account;
 
 (d) In our opinion, the Profit & Loss accounts the Balance Sheet and
 cash flow statement of the Company dealt with by this report comply
 with the accounting standards referred to in sub-section 3(c) of
 section 211 of the companies Act, 1956 to the extent applicable.
 
 (e) On the basis of written representations received from the
 directors, as on 31st March 2011, and taken on record by the Board of
 Directors, we report that none of the director is disqualified as on
 31st March 2011 from being appointed as director in terms of section
 274(1) (g) of the companies Act 1956.
 
 (f) 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 and give
 true and fair view in conformity with the accounting principles
 generally accepted in India.:
 
 (i) In the case of Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2011.
 
 (ii) In the case of the Profit & Loss Account, of Profit for the year
 ended on that date; and
 
 (iii) In the case of cash flow statement, of the cash flow for the year
 ended on that date.
 
 ANNEXURE REFERED TO IN PARAGRAPH 1 OF AUDITOR''S REPORT OF EVEN DATE ON
 THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011 OF RISHABHDEV
 TECHNOCABLE LIMITED.
 
 On the basis of such checks as were considered appropriate and
 according to the information and explanations given to us during the
 course of audit, we state that:
 
 I.  In respect of Fixed Assets
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 (b) According to the information and explanation given to us the
 management during the year has physically verified the fixed assets in
 a phased manner, which in our opinion is reasonable, having regard to
 the size the Company and nature of the assets. No material
 discrepancies were noticed on such verification.
 
 (c) During the year the Company has not disposed off substantial part
 of fixed assets and the going concern status of the Company is not
 affected.
 
 II.  In respect of Inventories
 
 (a) The inventory has been physically verified by the management during
 the year. In our opinion the frequency of the verification is
 reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 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. The
 discrepancies noticed on verification between the physical stocks and
 the book records were not material and have been properly dealt with in
 the books of accounts.
 
 III.  In respect of Loans
 
 (a) The Company has not granted loans to the companies covered in the
 register maintained under section 301 of the Companies Act, 1956. Hence
 para (b) to (d) are not applicable to the Company.
 
 (b) The Company has taken unsecured loan from two parties covered in
 register maintained under section 301 of the Companies Act, 1956. The
 maximum amount involved was Rs. 151.28 lakhs and the closing balance is
 Rs. 151.28 lakhs.
 
 (c) In our opinion the rate of interest and other term and conditions
 of loan taken by the Company are not prima facie prejudicial to the
 interest of the Company.
 
 (d) The Payments of principal amounts and interest in respect of such
 loans during the year has been regular/as per stipulation.
 
 IV.  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 Purchases of Stores, Raw Materials including
 Components, Plant & Machinery, Equipment and other assets, and with
 regard to the sale of goods.
 
 V.  In respect of transaction covered under section 301 of the
 Companies Act, 1956:
 
 (a) According to the information and explanation given to us, we are of
 the opinion that the transactions that need to be entered into the
 register maintained under section 301 of the Act have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us, the transaction of sale of goods made in pursuance of
 Contract or arrangement entered in the Register maintained u/s 301 of
 the Companies Act, 1956 as exceeding the value of Rs. 5, 00,000/-
 (Rupees Five Lacs only) or made in respect of any party during the year
 have been made at prices which are reasonable having regard to
 prevailing market prices at relevant time.
 
 VI.  In our opinion and according to the information and explanation
 verified & given to us, the Company has not accepted any deposits from
 public.
 
 Name of the Statute      Nature of 
                          the Dues    Amount (Rs.)    Period to 
                                                      which the 
                                                      amount relates
 
 Income Tax Act, 1961     Income Tax 
                          and 
                          Interest     61.67 Lacs      2009-10
                          thereon.
 
 Central and state 
 government sales tax.    Sales tax   147.25 Lacs      2007-08 to 
                                                       2009-10
 
 VII.  In our opinion, the Company has an internal audit system,
 commensurate with its size and nature of its business.
 
 VIII.  The maintenance of cost records has not been prescribed by the
 Central Government under Section 209(1) (d) of the Companies Act, 1956.
 
 IX.  In respect of Statutory Dues:
 
 (a) The Company is regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Investor Education
 Protection Fund Employees'' State Insurance, Income Tax, Sales Tax,
 Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues applicable to it.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales
 Tax, Customs Duty Excise Duty and Cess were outstanding as at March 31,
 2011 for a period of more than six months from the date they became
 payable except the following.
 
 (c) According to the information and explanations given to us, there
 are no dues in respect of Income Tax, Wealth Tax, Sales Tax, Customs
 Duty Excise Duty and Cess on account of dispute.
 
 X.  The Company does not have any accumulated losses as at 31st March,
 2011. The Company has not incurred any cash loss during the year
 covered by our audit and the immediately preceding financial year.
 
 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 bank or debenture holders.
 
 XII.  In our opinion and information and explanations given to us the
 Company has not granted any loans on the basis of security by way of
 pledge of shares, debentures or 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 are not applicable to the
 Company.
 
 XIV.  In our opinion the Company is not dealing in or trading in
 shares, securities, debentures or other investments. Therefore the
 provisions of clause 4 (xiv) of the Companies (Auditor''s Report) Order,
 2003 are not applicable to the Company.
 
 XV.  The Company has not given any guarantee for loans taken by others
 from banks or financial institutions.
 
 XVI.  In our opinion the term loans have been applied for the purpose
 for which they were raised & utilized.
 
 XVII.  According to the information and explanations given to us and on
 an overall examination of Balance Sheet of the Company, we are of the
 opinion that no funds raised on short-term basis have been utilized for
 long term investment. No long-term funds have been used to finance to
 use short-term assets except permanent working capital.
 
 XVIII. During the year the Company has not made any preferential
 allotment of shares to the parties covered and recorded in the register
 maintained under section 301 of the Companies Act 1956.
 
 XIX.  According to the information and explanations given to us, during
 the period covered by our audit report, the Company had not issued any
 debentures.
 
 XX.  According to the information and explanations given to us the
 Company has not raised any money by way of public issue during the
 year.
 
 XXI.  During course of our examination of the books and records of the
 Company, carried out in accordance with the generally accepted auditing
 practices in India and according to the information and explanations
 given to us, we have neither come across any instance of fraud on or by
 the Company, noticed or reported during the year, nor have we been
 informed of such case by the management
 
 For M/s B.M. Gattani & Co.
 
 Chartered Accountants
 
 Firm Regn.No. 113536W
 
 B.M. Gattani
 
 Proprietor.
 
 Membership No: 047066
 
 
 Place : Mumbai
 
 Date : 08-08-2011