We have audited the attached Balance Sheet of TECHNOFAB ENGINEERING
 LIMITED, as at March 31st, 2012 and also the annexed Profit and Loss
 Account and Cash Flow Statement of the Company for the year ended on
 that date. 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.
 
 1.  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.
 
 2.  As required by the Companies (Auditor''s Report) Order, 2003, issued
 by the Central Government 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 of the said order.
 
 3.  Further to our comments in the Annexure referred to in paragraph 2
 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 purposes of our
 audit;
 
 b.  in our opinion, proper books of account as required by law have
 been kept by the Company so far as it appears from our examination of
 those books;
 
 c.  the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by the report are in agreement with the books of accounts;
 
 d.  in our opinion, the Balance Sheet, 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; and
 
 e.  on the basis of the written representations received from the
 Directors / Companies, as on March 31st, 2012, and taken on record by
 the Board of Directors, we report that none of the Directors of the
 Company is disqualified as on 31stMarch, 2012 from being appointed as a
 Director in terms of clause (g) of sub-section (1) of section 274 of
 the Companies Act, 1956;
 
 f. in our opinion and to the best of our information and according to
 the explanation given to us, they said financial statements read
 together with notes thereon 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.
 
 (i) in the case of Balance Sheet, of the state of affairs of the
 Company as at March 31st , 2012;
 
 (ii) in the case of Profit and Loss Account, of the Profit of the
 Company for the year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 i) In respect of its fixed assets:
 
 (a) The Company has maintained proper records showing full particulars
 including quantitative details and situation of all fixed assets.
 
 (b) As explained to us, the fixed assets have been physically verified
 by the management during the year which, in our opinion is reasonable
 having regard to the size of the Company and nature of its assets.
 
 No material discrepancies were noticed on such physical verification.
 
 (c) The Company has not disposed off any substantial part of fixed
 assets during the year and therefore going concern status of the
 Company is not affected.
 
 ii) In respect of its inventories:
 
 (a) According to the information and explanations given to us the
 inventories have been physically verified by the management during the
 year at reasonable intervals.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the management are reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 (c) The Company has maintained the proper records of inventories. The
 discrepancies noticed on verification between the physical verification
 and the book records were not material and have been properly dealt
 within the books of accounts.
 
 iii) (a) According to the information and explanation given to us, the
 Company has not granted any loan, secured or unsecured to companies,
 firms or other parties covered in the register maintained under section
 301 of the Companies Act,1956.  Accordingly, paragraphs 4(iii)(a), (b),
 (c) and (d) of the order are not applicable.
 
 (b) The Company has not taken unsecured loans from parties covered in
 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 adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. Further on the basis of our examination and according to the
 information and explanations given to us, we have neither come across
 nor have we been informed of any instance of major weakness in the
 aforesaid internal control system.
 
 v) In respect of transaction covered under section 301 of the Companies
 Act 1956:
 
 (a) According to the information and explanations given to us the
 particulars of contracts or arrangements that needed to be entered into
 the register required to be maintained under section 301 of the
 Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of contracts or
 arrangements entered into the register maintained under section 301 of
 the Companies Act 1956 have been made at prices which are reasonable 
 having regard to prevailing market prices at the relevant time.
 
 vi) The Company has not accepted any deposits from the public within
 the meaning of Section 58A and 58AA or any other relevant provisions of
 the Companies Act.1956
 
 vii) According to the information and explanations given to us, the
 Company has an internal audit system commensurate with its size and the
 nature of its business.
 
 viii) The nature of the business activities is such that Clause 4
 (viii) of the Companies (Auditors Report 2003) regarding maintenance of
 Cost Records is not applicable to the Company.
 
 ix) In respect of statutory dues:
 
 (a) According to the records of the Company and information and
 explanations given to us, undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employee State Insurance,
 Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
 Duty, Cess and other statutory dues to the extent applicable have
 generally been regularly deposited with the appropriate authorities.
 However, there have been some delays in few cases.
 
 (b) The disputed statutory dues that have not been deposited on account
 of matters pending before different Authorities as provided by the
 Company are stated below :-
 
 Name of the     Nature of dues      Amount   Period to    Forum where
 Statute                              (Rs.)   the amount   dispute is
                                              relates      pending
 
 Sales Tax         Wrongly        13,55,000   2002-03      Before Sales
                                                           Tax
 Orissa            Assessed                                Tribunal - 
                                                            Orissa
 
 Income Tax     On Assessment     26,02,637   A.Y. 
                                              2004-05      Before CIT 
                                                           Appeal
 
 Income Tax     On Assessment      3,58,789   A.Y. 
                                              2005-06      Before CIT 
                                                           Appeal
 
 x) The Company has no accumulated losses and has not incurred any cash
 losses during the financial year covered by our audit or in the
 immediate preceding financial year.
 
 xi) According to the information and explanations given to us, the
 Company has not made any default during the year towards dues of
 financial institutions, banks and debenture holders.
 
 xii) According to the information and explanations given to us, the
 Company has not granted any loan or advance on the basis of security by
 way of pledge of shares, debentures and other securities.
 
 xiii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 xiv) In our opinion, the Company is not a chit fund or a nidhi/mutual
 benefit fund/society. Therefore, clause 4 (xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the Company.
 
 xvi) According to the information and explanations given to us, 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 (as amended) are not
 applicable to the Company.
 
 xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks and financial institutions during the year.
 
 xvii) According to the information and explanations given to us, the
 Company has not taken any term loans during the year.
 
 xviii) On the basis of overall examination of the Balance Sheet of the
 Company and information and explanations given to us, we report that
 during the year short term funds have not been used to finance long
 term investments.
 
 xix) During the year, the Company has not made any preferential
 allotment of shares to parties covered in the register maintained u/s
 301 of Companies Act, 1956.
 
 xx) The Company has not issued any debentures during the year.
 
 xxi) The Management has disclosed the utilization and pending
 utilization of money raised by public issue and we have verified the
 same.
 
 xxii) In our opinion and according to the information and explanations
 given to us, no material fraud on or by the Company have been noticed
 or reported during the year nor have we been informed of any such case
 by the management.
 
 
                                        Rajesh Suresh Jain & Associates 
 
                                                  Chartered Accountants
 
 
 
                                                           Rajesh Jain 
 
                                                            Proprietor 
 
                                                          M. No. 98229 
 
                                                        FRN No.017163N
 
 Place: New Delhi 
 
 Dated: 29.05.2012