1.  We have audited the attached Balance Sheet of Taparia Tools Limited
 Cthe Company'') as at 31st March 2012, the Profit and Loss Account and
 also 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.
 
 2.  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
 statements presentation.  We believe that our audit provides a
 reasonable basis for our opinion.
 
 3.  As required by Companies (Auditor''s Report) order,2003 (as amended)
 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 paragraphs 4 and 5 of the said
 Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph
 (3) 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 account 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
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, the Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub section (3c) of section 211 of
 the Companies Act, 1956;
 
 (e) On the basis of the written representations received from 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 being appointed as a director in terms of clause (g) of
 sub-section (1) of section 274 of the Companies Act, 1956; and
 
 (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
 a true and fair view in conformity with accounting principles generally
 accepted In India:
 
 i) In In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2012;
 
 ii) In the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) In the case of Cash Flow Statement, of the cash flow of the
 Company for the year ended on that date.
 
 (i) (a) The Company has maintained proper records
 
 showing full particulars, including quantitative details and situation
 of fixed assets.
 
 (b) All the assets have not been physically verified by the Management
 during the year but there is a phased program of verification, which,
 in our opinion, is reasonable having regard to the size of the company
 and the nature of its assets. As informed, no material discrepancies
 were noticed on such verification.
 
 (c) During the year, the company has not disposed off any substantial
 part of its fixed assets.
 
 (ii) (a) The inventory has been physically verified during the year by
 the management, except stock lying with third parties.  Confirmations
 of such stocks with third parties have been obtained by the Company in
 most of the cases. In our opinion, the frequency of 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 and the
 discrepancies noticed on verification between the physical stocks and
 the book records were not material in relation to the operations of the
 Company.
 
 (iii) (a) According to information and explanations given to us the
 Company has not granted any loans, secured or unsecured, to the
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956. Hence, clause (iii) (b),
 (c) and (d) of the Companies (Auditor''s Report) Order, 2003, are not
 applicable.
 
 (b) According to information and explanations given to us the Company
 has not taken any loans secured or unsecured from companies, firms or
 other parties covered in the register maintained under section 301 of
 the Companies Act, 1956.
 
 (iv) 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 the nature of its business, for the
 purchase of inventory and fixed assets and for the sale of goods.
 During the course of our audit, we have not observed any continuing
 failure to correct major weaknesses in internal control system.
 
 (v) In our opinion and according to the 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.
 
 In our opinion and according to the information and explanations given
 to us, the transactions made in pursuance of such contracts or
 arrangements exceeding value of Rupees five lakhs have been entered
 into during the financial year at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the Public
 within the meaning of sections 58A, 58AA or any other relevant
 provisions of the Act.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) To the best of our knowledge and as explained, the Central
 Government has not prescribed maintenance of cost records under clause
 (d) of sub-section (1) of section 209 of the Companies Act, 1956 for
 the products of the Company.
 
 (ix) (a) The Company is generally 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, service 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 provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and
 other undisputed statutory dues were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, details
 of dues of sales tax, income tax, customs duty, wealth tax, service tax
 excise duty, Octroi Duty and cess which have not been deposited on
 account of any dispute are given below:
 
 Nature      Financial years       Forum where        Amount 
 of dues     to which the          dispute is         in matter 
             pertains              pending            lakhs)
 
 Octroi      1984,1985,            High Court,        4.23
 Duty        1986                  Mumbai.
 
 Octroi      1984,1985,            High Court,
 Duty        1988                  Mumbai.            0.68
 
 (x) The company does not have accumulated loses as at the end of the
 financial year and has not incurred cash losses in the current
 financial year and in 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 and bank.
 
 (xii) The Company has not granted any 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 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 and other investments. Accordingly, the
 provisions of clause 4
 
 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xv) According to the information and explanations given to us, the
 Company has not given guarantees for loans taken by others from banks
 or financial institutions.
 
 (xvi) Based on the information and explanations given to us, no term
 loans have been taken by the Company.
 
 (xvii) According to the information and explanations given to us, and
 on an overall examination of the Balance Sheet and Cash Flows of the
 Company, in our opinion no funds raised on shortterm basis have been
 used for long term investment.
 
 (xviii) According to the information and explanations given to us, 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.
 
 (xix) In our opinion and according to the information and explanations
 given to us, the company has not issued any secured debentures during
 the period covered by our report. Accordingly, the provisions of clause
 4 (xix) of the Companies (Auditor''s Report) Order, 2003 are not
 applicable to the company.
 
 (xx) During the period covered by our audit report, the company has not
 raised any money by Public issues.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management we report that
 no fraud on or by the Company has been noticed or reported during the
 course of our audit.
 
                                                  For BATLIBOI & PUROHIT
 
                                                   Chartered Accountants
 
                                                   Firm Reg. No. 101048W
 
                                                        Kaushal A. Mehta
 
 Mumbai,                                                         Partner
 
 26th May, 2012                                    Membership no. 111749