We have audited the attached Balance Sheet of Rushil Decor Ltd., as at
 31st March, 2012, the Profit and Loss Statement 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.
 
 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 reasonable basis for
 our opinion.
 
 As required by The Companies (Auditor''s Report) Order, 2003 & the
 Companies (Auditors Report) (Amendment) Order 2004, 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 a statement on
 the matters specified in paragraph 4 and 5 of the said order.
 
 Further to our comments in the Annexure 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 purpose of our
 audit;
 
 (ii) In our opinion , proper books of accounts as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 (iii) The Balance Sheet, Profit and Loss Statement and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 accounts;
 
 (iv) In our opinion the Balance sheet, Profit and Loss Statement and
 Cash Flow Statement dealt with this Report comply with the accounting
 standards referred to in sub-section(3C) of section 211 of Companies
 Act, 1956;
 
 (v) On the basis of written representation received from the directors
 as on 31st March, 2012 and taken on record by the Board of Directors,
 we report that none of the directors is disqualified as on 31st March,
 2012 from appointed as director in terms of clause (g) of sub-section
 (1) 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 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, 2012 ;
 
 b) In the case of the Profit & Loss Statement, of the Profit for the
 Year ended on that date
 
 c) In the case of the Cash Flow Statement, of the cash flows, for the
 Year ended on that date.
 
 ANNEXURE TO AUDITORS'' REPORT
 
 REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE
 
 (i) In respect of its 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 explanations given to us, the
 fixed assets have been physically verified by the management during the
 year in a phased periodical manner which, in our opinion, is reasonable
 having regard to the size of the Company and nature of the assets. No
 material discrepancies were noticed on such verification.
 
 (c) In our opinion, the Company has not disposed off substantial part
 of its fixed assets during the year and the going concern status of the
 Company is not affected.
 
 (ii) In respect of inventories:
 
 (a) As explained to us, the inventories have been physically verified
 by the management at reasonable intervals during the year. In our
 opinion, the frequency of such verification is reasonable having regard
 to the size of the Company and the nature of its business.
 
 (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) On the basis of our examination of the records of the company we
 are of the opinion that the company has maintained proper records of
 inventory. The discrepancies noticed on verification between physical
 stocks and the book records were not material .
 
 (iii) In respect of loan from/to parties referred to in section 301 of
 The Companies Act, 1956;
 
 (a) The Company has taken loan from Six Parties covered in register
 maintained under section 301 of the Companies Act, 1956. The maximum
 amount involved during the year was Rs. 25,38,335/- and the year end
 balance of loan taken from such parties was Rs. 23,99,383/-.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 on which loans have been taken from parties listed in the register
 maintained under section 301 of The Companies Act, 1956 are not, prima
 facie, prejudicial to the interest of the Company.
 
 (c) As regards loan taken by the company, terms of the repayment have
 not been stipulated and hence the question of any overdue amount does
 not arise.
 
 (d) The company has not granted Unsecured Loans to any party covered
 under register maintained u/s 301 of the Companies Act, 1956.
 
 (iv) In our opinion, and according to the information and explanation
 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 purchase of inventory, fixed assets and with
 regards to the sale of goods.
 
 During the course of audit, no major weakness have been noticed in the
 internal control.
 
 (v) In respect of particulars of contracts or arrangements referred to
 in Section 301 of Companies Act, 1956;
 
 (a) In our opinion and according to the information & 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 section 301 of the Companies
 Act, 1956
 
 (b) In our opinion, and according to information and explanation given
 to us, the transactions of purchase of goods & materials, sales of
 goods, materials, made in pursuance of contract or arrangements entered
 in the register maintained under section 301 of the Companies Act, 1956
 aggregating during the year Rs. 5.00 Lacs or more in respect of such
 parties have been made at prices which are reasonable having regard to
 the prevailing market prices for such goods, materials, or the prices
 at which the transactions for similar goods, materials, have been made
 with other parties
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has compiled with the provisions of section
 58A and 58AA or any other relevant provision of the Companies Act, 1956
 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to
 the deposits accepted from public.
 
 (vii) The company has appointed in-house Chartered Accountant as its
 internal auditor for the year under review. In our opinion, the company
 has an internal audit system commensurate with the size and nature of
 its business.
 
 (viii) The Central Government has prescribed maintenance of cost
 records under section 209(i)(d) of the companies act,1956. On the basis
 of report received from the practicing cost accountant, we are of the
 opinion that company has prima facie maintained prescribed records and
 accounts. We have not, however made detailed examination of the same.
 
 (ix) a) According to the information and explanations given to us, the
 Company is generally regular in depositing with appropriate authorities
 undisputed statutory dues including Provident Fund, Employees'' State
 Insurance, Income tax, Value Added Tax, Commercial Tax, Service Tax,
 Wealth tax, Custom Duty, Excise Duty, Cess and other material statutory
 dues applicable to it. There are no undisputed statutory dues as
 referred to above as at 31st March 2012 outstanding for a period of
 more than six months from due date they become payable.
 
 b) The company has no disputed statutory dues that have not been
 deposited on account of matters pending before appropriate authority.
 
 (x) The Company does not have accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 covered by our audit and in the immediately preceding financial year.
 
 (xi) According to information & explanations given to us, the company
 has not generally defaulted in repayment of dues to Banks / Financial
 Institutions.
 
 (xii) In our opinion and according to the 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.
 
 (xiv) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 (xv) In our opinion, the terms & conditions on which the company has
 given guarantee for loans taken by others from Banks or financial
 institutions are prima facie, not prejudicial to the interest of the
 company
 
 (xvi) In our opinion and according to the Information & explanations
 given to us the term loans have been broadly 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 the balance sheet of the Company, we are of
 the opinion that there are no funds raised on short-term basis that
 have been used for long-term investment.
 
 (xviii) The Company has not made any preferential allotment of shares
 during the year under review.
 
 (xix) The Company has not issued any debentures during the year under
 review.
 
 (xx) The Management has disclosed on the end use of money raised by
 public issue and the same has been verified by us.
 
 (xxi) According to the information & explanations given to us, no fraud
 on or by the company has been noticed or reported during the course of
 our Audit.
 
 Place : Ahmedabad                           For Parikh & Majmudar
 
 Date : 26th May, 2012                       Chartered Accountants
 
                                              [Dr. Hiten M. Parikh]
 
                                                           PARTNER
 
                                                     M. No. 040230
 
                                             Firm Reg. No. 107525W