1) We have audited the annexed Balance Sheet of M/s TIRUPATI INDUSTRIES
 (INDIA) LTD. as at 31st March 2010 and also the Profit and Loss
 Account for the year ended on that date attached thereto and Cash Flow
 Statement 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.
 
 2) 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.
 
 3) As required by the Companies (Auditor''s Report) Order 2003 issued by
 the Government of India in terms of sub-section (4A) of section 227 of
 the Companies Act, 1 956, we enclose in the Annexure below 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 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 and Profit & Loss Account and the cash flow
 statement dealt with by this report are in agreement with the books of
 account.
 
 d.  In Our opinion, the Balance Sheet and Profit and Loss Account and
 the cash flow statement 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 except as stated in Point f.
 
 e.  On the basis of written representations received from the directors
 , as on 31st March , 2010 and taken on record by the Board of directors
 We report that none of the directors disqualified as on 31st March,
 2010 from being appointed as a director in item 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 explanations given to us, the said accounts, Subject to :
 
 I) Note No.4 of schedule 13 Regarding receipt of show Cause Notice for
 Violation of Provision of Sec.13 of the Companies Act 1956.  from
 Registrar of Companies, Maharashtra for carrying on the business of
 Diamonds as Objects Ultravires to the Memorandum of Association of the
 Company.
 
 ii) Note No.5 of Schedule 13 for non provision of Rs.10 Lakhs regarding
 penalty imposed by the office of the special director of the
 Enforcement under Foreign Exchange Regulation Act,1973.
 
 iii) Note No. 18 of Schedule 13 non provision for impairment of asset,
 if any, on shifting of asset from Taloja to Khopoli. In absence of any
 valuation report we are unable to comment whether there was any
 impairment of asset requiring provision in accounts.
 
 iv) No provision has been made in respect of debts amounting to
 Rs.461,760/- considered doubtful .
 
 v) Non Provision of Retirement benefits expenses in respect of
 temporary staff. The effect on Profit is not ascertained.
 
 5) Read with other 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 accepted In India :
 
 i) in case of the Balance Sheet, of the state of affairs of the Company
 as at 31st March , 2010 ; and
 
 ii) in the case of the Profit and Loss Account , of the Profit for the
 year ended on that date.
 
 iii) In case of Cash Flow statement of the Cash flow for the year ended
 on that date.
 
 Annexure to the Auditor''s Report REFERRED TO IN PARAGRAPH (3) OF OUR
 REPORT OF EVEN DATE :
 
 1) (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 after they were shifted to the new factory at Khopoli which ,in our
 opinion, is reasonable, having regard to the size of the Company and
 nature of the assets. According to the information & explanations given
 to us, know material discrepancies were noticed on such verification. We
 are unable to comment on discrepancies in respect of uninstalled
 plants.
 
 - During the year the company has not disposed off substantial assets.
 
 2) (a) As explained to us, inventories have been physically verified by
 the management at regular intervals during the year.
 
 (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 has maintained proper records of inventories. As
 explained to us, there were no material discrepancies noticed on
 physical verification of inventory as compared to the book records.
 
 3) We are informed that Company has taken interest free unsecured loan
 from a director. According to the information and explanation given to
 us the terms on which this loan has been obtained and rate of interest
 are not prejudicial to the interest of the company.
 
 We are informed that Company has not granted any loans , secured or
 unsecure , to Companies . Firms or other parties listed in the register
 maintained under section 301 of the Companies Act, 1956.
 
 4) In our opinion and according to the information and explanations
 given to us, there are adequate internal control systems commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fixed assets and also for the sale of goods and
 services . During the course of our audit, we have not observed any
 major weaknesses in such internal controls systems.
 
 5) As per the information and explanation given to us, the
 transactions which are required to be entered in the register
 maintained under section 301 of the Companies Act 1956 have been so
 entered. In our opinion and as per the information explanation given to
 us, transactions made in pursuance of the contracts and exceeding
 during the year to Rs.5,00,000 or more in respect of each such party
 have been made at prices which are reasonable having regard to
 prevailing market prices at relevant times.
 
 6) The Company has not accepted any deposits from the public in terms
 of provisions of Section 58A and 58AA and other relevant provisions of
 the companies Act 1956.
 
 7) The Company does not have an Internal Audit System commensurate with
 its size and nature of business.
 
 8) According to information & explanation given to us the Central
 Government has prescribed maintenance of cost records under section
 209 (I) (d) of the Companies Act, 1956, for the Soap Division Of the
 Company.  However the company has been exempted from the same as it is
 a BIFR Company as per order no.  52/234/CAB-9 Dated 04.08.1998 of the
 Department Of Company Affairs.
 
 9) (a) According to the information and explanations given to us, the
 Company is generally regular in depositing undisputed statutory dues
 payable in respect of Provident Fund , Investor education and
 Protection Fund, Employees State Insurance, Income - tax, Sales - tax,
 Wealth - Tax, Custom Duty & Excise Duty or any other material statutory
 dues applicable to it with the appropriate authorities except service
 tax. There are no undisputed statutory dues payable in respect such
 statutory dues its in arrears as on 31st March 2010, for a period of
 more than six months from the date they became payable expect service
 tax payable Rs. 4,11,908.62
 
 (b) According to the information and explanations given to us, there
 are no disputed statutory dues payable in respect of Income - tax,
 wealth - Tax, Custom Duty, Excise Duty & Sales Tax.
 
 10) The Company has not incurred cash losses during the current
 financial year, however it had incurred cash loss during the
 immediately preceding financial year. However there is no accumulated
 loss as on 31st March 2010.
 
 11) According to the information and explanations given to us the
 company has not defaulted in repayment of dues to the Bank during the
 year.
 
 12) In our opinion and according to the information & explanation given
 to us, no loans and advances have been granted 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, clause 4(xiii) of the Companies
 (Auditor''s Report) Order 2003 is not applicable to the Company.
 
 14) The company is not dealing or trading in shares, securities,
 debentures and other securities.
 
 15) According to information and explanations given to us, the company
 has given guarantee and mortgaged its property for loans taken by an
 associate concern during the year from banks or financial institutions.
 
 16) According to the information and explanations given to us, the
 Company has availed of Term Loans in the name of Director for Purchase
 of car during the year & the same has been applied for the purpose for
 which it was taken.
 
 17) According to the information and explanations given to us, fund
 raised on short term basis has not been used for long term investment
 by the Company .
 
 18) During the year, 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, However it has
 received share Application Money for the same.
 
 19) The Company has not issued any debentures , Hence the requirements
 of clause ( xix ) of paragraph 4 of the Order is not applicable to the
 Company.
 
 20) The Company has not raised any money by way of public issue during
 the year.
 
 21) During the course of our examination of the books of accounts and
 records of the company, carried out in accordance with the generally
 accepted auditing practices in India, and according to the information
 and explanation given to us, We have neither come across any instances
 of fraud on or by the Company, notice or reported during the year, nor
 have we been informed of any such cases by the management.
 
 For R.P.TRIVEDI & ASSOCIATES
 
 Chartered Accountants
 
 (FIRM REGISTRATION NO 111066W)
 
 sd/- 
 
 CA R.P.TRIVEDI 
 
 (Proprietor)
 
 M.No. : 33885
 
 PLACE : MUMBAI
 
 DATE : 16-02-2011