We have audited the annexed Balance Sheet of M/s Arcotech Limited, New
 Delhi as on 31st March 2012 together with the relative Statement of
 Profit and Loss Account and 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 the 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 the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 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 appears from our examination of
 those books.
 
 iii) The Balance Sheet, Statement of Profit & Loss Account and Cash
 Flow Statement referred to in this report are in agreement with the
 books of accounts of the Company.
 
 iv) In our opinion, the Balance Sheet, Statement of Profit & Loss
 Account and Cash Flow Statement dealt with by this report are in
 compliance with the Accounting Standards referred to in the Section
 211(3C) of the Companies Act, 1956.
 
 v) On the basis of written representation received from the Directors
 and taken on record by the Board of Directors, we report that none of
 the Directors is disqualified as on 31 March 2012, from being appointed
 as Director under 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 read together with the
 notes thereon along with the significant Accounting Policies 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
 principle generally accepted in India.
 
 a) In the case of Balance Sheet, of the state of affairs of the Company
 as at 31st March, 2012 and
 
 b) In the case of Profit and Loss, of the Profit of the Company for the
 year ended on that date.
 
 c) In the case of cash flow statement of the cash flows for the year
 ended on that date.
 
 As required by the Companies (Auditor''s Report) Order, 2003 as amended
 by the Companies (Auditor''s Report) (Amendment) Order, 2004 issued by
 the Central Government of India in terms of subsection (4A) of Section
 227 of the Companies Act, 1956, and on the basis of such checks of the
 books and records of the Company as considered appropriate and
 according to the information and explanations given to us, we further
 report that:
 
 1.  a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation
 
 of Fixed Assets.
 
 b) Fixed Assets have been physically verified by the Management at
 reasonable intervals. The discrepancies noticed on such physical
 verification were not material.
 
 c) During the year, the Company has not disposed off substantial part
 of the fixed assets.
 
 2.  a) The Inventory of the Company at all its locations has been
 physically verified by the management at reasonable
 
 intervals.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of the inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 c) On the basis of our examination of records of inventory and
 according to the information and explanations given to us, in our
 opinion, the company is maintaining proper record of inventory. The
 discrepancies noticed on such physical verification of inventory as
 compared to the books of records were not material.
 
 3.  According to the information and explanations given to us, the
 Company has neither granted nor taken any loan, secured or unsecured to
 / from companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act.
 
 4.  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 nature of its business with regard to
 purchase of inventory, fixed assets and for the sale of goods. During
 the course of our audit we have neither come across nor have been
 informed of any continuing failure to correct major weakness in the
 aforesaid internal control system.
 
 5.  In our opinion and according to the information and explanations
 given to us, there are no transactions that need to be entered into the
 register maintained under Section 301 of the Companies Act, 1956.
 Accordingly, the clause 4 (v) (b) of the order is not applicable.
 
 6.  The Company has not accepted any fresh deposit from the public
 during the year.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 8.  The Company has not been required to maintain cost records under
 Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  a) According to the information and explanations given to us and
 the records of the Company examined by us, in
 
 our opinion, the Company is generally regular in depositing the
 statutory dues including Provident fund, investor education and
 protection fund, employees state insurance, income tax, sales tax,
 wealth tax, service tax, custom duty, excise duty, cess and other
 material statutory dues as applicable with appropriate authorities and
 no undisputed amount payable in respect of above were in arrears as at
 31st March, 2012 for a period of more than six months from the date
 they became payable.
 
 b) According to the information and explanations given to us, there are
 no dues relating to income tax, sale tax, wealth tax, service tax,
 custom duty, excise duty and cess as at 31st March, 2012 which have not
 been deposited on account of any dispute.
 
 10.  The Company has no accumulated losses as at 31st March, 2012 and
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the information and explanations given to us and the
 records of the Company examined by us, the Company has not defaulted in
 repayment of dues to a financial institution or bank.
 
 12.  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.
 
 13.  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 order are not applicable to the Company.
 
 14.  In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.
 
 15.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 or financial institutions during the year.
 
 16.  According to the information and explanations given to us the term
 loan were used for the purpose it has been taken.
 
 17.  According to the information and explanations given to us and on
 an overall examination of the Balance Sheet and Cash Flow Statement of
 the Company, we report that no funds raised on short-term basis have
 been used for long- term investment and vice versa.
 
 18.  The Company has not made preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 19.  The Company has not issued any debentures during the year.
 
 20.  The Company has not raised any money though public issue during
 the year.
 
 21.  During the course of our examination of 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 SHWETANK JOSHI & CO.  
                                                  Chartered Accountants
 
 Place : New Delhi                                       SHWETANK JOSHI
 
 Date : 24.05.2012                                          (Proprietor)
 
                                                  Membership No : 52238
                                                            FRN 315093E