1.  We have audited the attached Balance Sheet of M/S. United Drilling
 Tools Ltd as at March 31st 2012 and the related Profit & Loss Account
 and the cash flow statement for the year ended on that date annexed
 there to, which we have signed under reference to this report.  These
 financial staterne''rtft are the responsibiJity of the Company''s
 managements. 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 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 by the Companies (Auditor''s report) (Amendment) order 2004
 issued by the Central Government of India in terms of sub-section (4A)
 of section 227 of the Companies Act, 1956, of India (the ''Act'') and on
 the basis of such checks of the books and records of the company as we
 considered appropriate and according to the information and
 explanations given to us. Further to our comments in the annexure
 referred to in paragraph above, 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 as far as appears from our examination of
 those books.
 
 (iii) The Balance Sheet, Profit & Loss Account and cash flow statement
 dealt with by this report are in agreement with the books of account.
 
 (iv) 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.
 
 (v) On the basis of the written representation received from the
 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
 31s1 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.
 
 (vi) 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 the accounting principles
 generally accepted in India.
 
 (a) In the case of the balance sheet, of the state of affairs of the
 company as at 31st March 2012.
 
 (b) In the case of the profit and loss account, of the Profit for the
 period ended on that date; and
 
 (c) In the case of the cash flow statement, of the cash flows for the
 period ended on that date.
 
                                      
 ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph (3) of our
 report of even date)
 
 1) The company maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2) All the Assets are physically verified by the management as per
 regular programme of verification which, in our opinion, is reasonable
 having regard to the size of the company and the nature of its assets.
 No material discrepancies were noticed on such verification. However,
 management is preparing a phased programme designated to cover all
 items over a period of three years.
 
 3) In our opinion and according information and explanations given to
 us, during the year, the company has disposed off old and obsolete
 plant and machinery having book value of Rs.10.35 Lacs
 
 4) The inventory has been physically verified during the year by the
 management. In our opinion, the frequency of verification is
 reasonable.
 
 5) In our opinion, 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.
 
 6) 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.
 
 7) In our opinion and as per information and explanation given to us,
 the following are the particulars of loans taken by the company from
 companies, firms and other parties covered in the Register maintained
 under Section 301 of the Companies Act 1956.
 
 S.  No.  Name of Party Relationship with company Year end Balance
 
 T Dr. Kanal Gupta Mg. Director''s relative 2,05,324/-
 
 2.  Neha Gupta Mg. Director''s relative 5,13,313/-
 
 8) In our opinion and as per information and explanation given to us,
 here is no loans granted by the company to companies, firms and other
 parties covered in the register maintained under section 301 of the
 Companies Act, 1956.
 
 9) As per records of company supplied to us and information &
 explanations given to us, no interest have been granted on loans which
 have been taken from/granted to companies, firms or other parties
 listed in the registers maintained under section 301 and are not, prima
 facie, prejudicial to the interest of the company.
 
 10) In our opinion, the company is regular in repaying the principal
 amounts as stipulated and has been regular in the payment of interest.
 The parties have repaid the principal amounts as stipulated and have
 been regular in the payment of interest.
 
 11) In our opinion and as per information and explanation given to us,
 there is no overdue amount of loans taken from or granted to companies,
 firms or other parties listed in the registers maintained under section
 301 of the Companies Act, 1956.
 
 12) In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to the sale of goods. During the course of our audit, no major
 weakness has been noticed in the interna!  controls.
 
 13) 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 in the
 registers maintained under Section 301 have been so entered.
 
 14) 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 and
 exceeding the value of five lakh rupees in respect of any party during
 the year have been made at prices which are reasonable having regard to
 prevailing market prices at the relevant time.
 
 15) In our opinion and according to the information and explanations
 given to us the company has not accepted any deposits from public to
 which the provisions of Section 58A and 58AA of the Companies Act, 1956
 and the Companies (Acceptance of Deposits) Rules, 1975, framed there
 under apply. According to the information and explanation given to us,
 no order has been passed by the National Company Law Tribunal, Company
 Law Board, Reserve Bank of India or any court or any other tribunal on
 the company in respect of deposits.
 
 16) In our opinion, the company has an internal audit system
 commensurate with the size and nature of its business.
 
 17) We have broadly reviewed the books of account relating to
 materials, labour and other items of cost maintained by the company
 pursuant to the Rules made by the Central Government for the
 maintenance of cost records under Section 209(1) (d) of the Companies
 Act 1956 and we are of the opinion that prima facie the prescribed
 accounts and reports have been made and maintained.
 
 18) According to the records of the company, the company has been
 regular in deposit with appropriate authorities undisputed statutory
 dues including provident fund, investor education protection fund,
 employees state insurance, income-tax, wealth tax, custom duty, excise
 - duty, cess and other statutory dues applicable to it.
 
 19) According to the records of the Company, undisputed statutory dues
 including Provident Fund, Investor Education and Protection Fund
 Employees, State Insurance, Income-tax, Sales tax, Wealth-tax, Custom
 Duty, Excise duty, cess and any other statutory dues have been
 deposited regularly during the year with the appropriate authorities.
 There were no arrears of the aforesaid dues as on the date of the
 Balance Sheet for a period of more than six months from the date they
 became payable.
 
 20) In our opinion and according to the information & explanation given
 to us, there are no dues of sales tax, income tax, custom tax/wealth
 tax, excise duty/ cess which have not been deposited on account of any
 dispute.
 
 21) The company has not incurred any cash losses during the financial
 year covered by our audit and the immediately preceding financial year.
 
 22) Based on our examinations of documents and records we are of the
 opinion that the company has not granted loans and advances on the
 basis of security by way of pledge of shares, debentures and other
 securities.
 
 23) Based on our examinations of the records and evaluation of the
 related internal controls, we are of the opinion that proper records
 have been maintained of the transaction and contracts and timely
 entries have been made in those records.
 
 24) The company has not given any guarantee for loans taken by others
 from the bank or financial institutions.
 
 25) The company has not raised any new term loans during the year.
 
 26) The company has not made preferential allotment of shares to
 parties and companies covered in the register maintained under section
 301 of the Act.
 
 27) During the period covered by our audit report, the company has not
 issued debentures.
 
 28) The company has not raised any money by way of public issue during
 the year.
 
 29) The provisions of any special statute applicable to chit
 fund/nidhi/mutual benefit fund/societies are not applicable to the
 Company.
 
 30) In our opinion, the Company is not a dealer or trader in shares,
 securities, debenture and other investments.
 
 31) On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, there are no funds raised on a short-term
 basis which have been used for long-term investment.
 
 32) Based upon the audit procedures performed and information and
 explanation 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.
 
                                     AGRAWAL DHRUV & CO. 
 
                                     Chartered Accountants 
 
                                    (FRN 008900N)
 
                                     CA.  Dhruv K. Agrawal
 
                                     Proprietor
 
                                    (M.No. 087665)
 
 Place:    New Delhi
 
 Date :    14-08-2012