Rishabhdev Technocable

We have audited the attached Balance Sheet of Rishabhdev Technocable
 Ltd. as at 31s1 March 2009 and also Profit & Loss Account of the
 Company for the year ended on that date annexed thereto. These
 financial statements are the responsibility of the Companys
 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 miss-management. 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 (Auditors Report) Order, 2003 as
 amended by the Companies (Auditors Report) Order, (Amendment) 2004
 issued by the Central Government of India in terms of Section (4A) of
 Section 227 of the companies Act, 1956, (herein after referred to as
 The Act) and on the basis of such checks as we considered appropriate
 and according to the information & Explanation given to us during the
 Course of our audit we enclose in the annexure a statement on the
 matters specified in paragraph 4 and 5 of the said order to the extent
 Applicable to the Company.
 
 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 and Profit & Loss account and 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 2009, and taken on record by the Board of Directors,
 we report that none of the director is disqualified as on 31st March
 2009. 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 subject to notes
 thereon give a true & faire 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, 2009 and ,
 
 (ii) In the case of the Profit & Loss Account, of Profit for the year
 ended on that date.
 
 ANNEXURE REFERED TO IN PARAGRAPH 1 OF AUDITORS REPORT OF EVEN DATE ON
 THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2009 OF Rishabhdev
 Technocable Ltd.
 
 On the basis of such checks as were considered appropriate and
 accordingto 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 taken any unsecured loans from the Company both
 listed in the register maintained under section 301 of the Act & under
 the same management as defined under Section 370 (1 B) of the Act.
 
 (b) The Company has not granted loans to the companies listed in the
 register maintained under section 301 of the Act and under the same
 management as defined under section 370 (1 B) of the Act.
 
 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 wth regard to Purchases of Stores, Raw Materials including /
 Components, Plant & Machinery, Equipment and other assets, and with
 regard to the/^ sale of goods.  ji-J
 
 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
 given to us, the Company has not accepted any deposits from public.
 
 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,
 2009 for a period of more than six months from the date they became
 payable.
 
 (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 has no accumulated losses. The company has not incurred
 any cash loss during the year covered by our audit and the immediately
 preceding financial year.  y^^^^^.
 
 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 (Auditors 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 (Auditors 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.
 
 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.  The Company has not made any preferential allotment of shares
 during the year.
 
 XIX.  The Company has not issued any debentures during the year.
 
 XX.  The Company has not made any public issue during the year
 therefore the provisions of clause 4 (xx) of the Companies (Auditors
 Report) Order, 2003 are not applicable to the Company.
 
 XXI.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
 
 
                                           For Bharat J. Rughani & Co.
                                                Chartered Accountants
 
 Proprietor                                          Bharat J Rughani
                                                 Membership No: 40543
 
 Place: Mumbai
 Date: 28.07.2009