1) We have audited the attached Balance sheet of Triton Valves Limited
 (''the Company'') as at 31 March, 2012, the Statement of Profit and
 Loss and the Cash flow statement of the Company 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 have 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 base, 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 (as
 amended) (''the Order'') issued by the Central Government of India in
 terms of Sub-section (4A) of Section 227 of the Companies Act, 1956
 (''the Act''), 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 as follows:
 
 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, the Statement of Profit and Loss 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, the Statement of Profit and Loss
 and the Cash Flow Statement dealt with by this report comply with the
 accounting standards referred to in Sub-section (3C), of Section 211 of
 the Act;
 
 e) on the basis of written representations received from the Directors,
 as at 31 March, 2012 and taken on record by the Board of Directors, we
 report that none of the Directors is disqualified as at 31 March, 2012
 from being appointed as a Director in terms of section 274(1 )(g) of
 the Act;
 
 f) in our opinion and to the best of our information and according to
 the explanations given to us, the accounts read with the notes thereon
 give the information required by the Act, 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 the Balance Sheet, of the State of Affairs of the
 Company as at 31 March, 2012;
 
 ii) in the case of the Statement of Profit and Loss, 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 Flows of the
 Company for the year ended on the date.
 
 ANNEXURE TO THE AUDITORS'' REPORT
 
 Referred to in paragraph 3 of our report of even date to the Members of
 Triton Valves Limited (''the Company'') for the year ended 31 March,
 2012.
 
 i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) All the fixed assets have been physically verified by the
 Management during the year as per the programme 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) There was no substantial disposal of fixed assets during the year.
 
 ii) (a) The inventory has been physically verified by the management.
 In our opinion, the frequency of verification is reasonable.
 
 (b) 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 inventory, we are
 of the opinion that the Company is maintaining proper records of
 inventory. The discrepancies noticed on verification between the
 physical stocks and the book records were not material and have been
 properly dealt within the books of accounts.
 
 iii) (a) The Company has not given any loans, secured or unsecured, to
 any company, firm or other parties listed in the Register maintained
 under Section 301 of the Act.  Accordingly, clauses (iii) (b), (iii)
 (c) and (iii) (d) of paragraph 4 of the Order are not applicable for
 the year.
 
 (b) The Company has taken loans from companies, firms or other parties
 listed in the Register maintained under section 301 of the Companies
 Act, 1956. The total amount outstanding as at year end was
 Rs.2,00,00,000. The rate of interest and the terms and conditions on
 which the said loans are taken is not prima facie prejudicial to the
 interests of the Company. No stipulations for repayment have been
 prescribed and as such no comments regarding regularity of payments are
 being made.
 
 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
 purchases of inventory and fixed assets and for the sale of goods and
 services. Further During the course of our audit, we have not observed
 any major weakness or continuing failure to correct any major weakness
 in the aforesaid internal control system.
 
 v) (a) Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, we are of the
 opinion that the transactions that need to be entered into the register
 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 in the Register maintained under section 301 of
 the Companies Act, 1956 exceeding the value of rupees five lakh in
 respect of each party during the year 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; as such
 the provisions of sections 58A and 58AAof the Companies Act, 1956 and
 the Companies (Acceptance of Deposits) Rules, 1975, do not apply.
 
 vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and nature of its business.
 
 viii) We have broadly reviewed the books of accounts maintained by the
 Company in respect of products where, pursuant to the rules made by the
 Central Government of India, the maintenance of Cost records has been
 prescribed under clause (d) of sub section (1), of section 209 of the
 Companies Act, 1956, and are of the opinion that prima facie, the
 prescribed accounts and records have been made and maintained. However
 we have not made a detailed examination of records with a view to
 determine whether they are accurate or complete.
 
 ix) (a) According to the information and explanations given to us and
 according to the records as produced and examined by us, in our
 opinion, the Company is regular in depositing with appropriate
 authorities the undisputed statutory dues including Provident Fund,
 Investor Education and Protection Fund, Employees'' State Insurance,
 Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise
 Duty, Cess and other statutory dues to the extent applicable to it.
 There are no arrears of outstanding statutory dues as at 31 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 of Income-tax, Sales- tax, Service Tax, Customs duty,
 Wealth-tax, Excise duty, Cess which have not been deposited on account
 of any dispute.
 
 x) The Company does not have accumulated losses as at 31st March, 2012
 and has not incurred any cash losses during the financial year covered
 by our Audit or in the immediately preceding financial year.
 
 xi) Based on our audit procedures and as per the information and
 explanations given by the Management, we are of the opinion that the
 Company has not defaulted in repayment of dues to a financial
 institution or banks. The Company did not have any outstanding dues to
 any Debenture holders during the year.
 
 xii) According to the information and explanations given to us and
 based on the documents and records produced to us, the Company has not
 granted any loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities. Accordingly
 paragraph 4 (xii) of the order is not applicable.
 
 xiii) In our opinion, the Company is not a chit fund or a nidhi /
 mutual benefit fund / society. Accordingly, paragraph 4(xiii)(a) to
 4(xiii)(d) of the Order 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,
 paragraph 4(xiv) of the Order is not applicable.
 
 xv) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or other financial institution. Accordingly, paragraph 4 (xv) of
 the order is not applicable.
 
 xvi) According to the information and explanations given to us, the
 term loans have been applied for the purpose for which they were
 obtained.
 
 xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 xviii) The Company has not made any preferential allotment of shares to
 parties or companies covered in the Register maintained under Section
 301 of the Companies Act, 1956. Accordingly, paragraph 4 (xviii) of the
 order is not applicable.
 
 xix) The Company did not have any outstanding debentures during the
 year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
 
 xx) The Company has not raised any money by public issues during the
 year. Accordingly, paragraph 4 (xix) of the Order is not applicable.
 
 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 year.
  
                                                 For Brahmayya & Co., 
 
                                               Chartered Accountants 
 
                                        Firm Registration No.000515S
 
                                                         G. Srinivas
 
 Place : Bangalore                                           Partner
 
 Date : 18th May, 2012                         Membership No. 086761