We have audited the attached Balance Sheet of M/s. VALIANT
 COMMUNICATIONS LIMITED (hereinafter referred to as the Company'') as at
 March 31st 2011, the Profit and Loss Account and the Cash FlowStatement
 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.
 
 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 the management, as well as evaluating the overall financial
 statements presentation. We believe that our audit provides reasonable
 basis for our opinion.
 
 As required by the Companies (Auditor''s Report) Order, 2003, 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 & 5 of the said Order.
 
 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, the Profit and 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, the Profit & Loss Account and the
 Cash Flow Statement dealt with by this report comply with the
 accounting standards referred torn sub-section (3C) of Section211 of
 the Companies Act, 1956;
 
 e) On the basis of written representations received from the directors,
 as on March 312011, and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on March 312011
 from being appointed as a director in terms of Clause (g) of
 sub-section (1) of Section 274 of the Companies Act, 1956 read with the
 Companies (Disqualification of Directors under Section 274(1) (g) of
 the Companies Act, 1956) Rules, 2003;
 
 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 the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31st 2011;
 
 (u) In the case of the Profit & Loss Account, of profit for the year
 ended on that date; and
 
 (hi) In case of the Cash Flow Statement, of the cash flows for the year
 ended on that date.
  
 ANNEXURE TO THE AUDITORS'' REPORT
 (Referred torn Paragraph (3) thereof)
 
 1.  a.  The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets on the basis of information available.
 
 b.  According to the information and explanations given to us, the
 fixed assets have been physically verified by the management during the
 year in a phased periodical manner which, in our opinion, is
 reasonable, having regard to the size of the Company and nature of the
 assets. No material discrepancies were noticed on such verification.
 
 c.  During the year, the Company has not disposed off any major part of
 the fixed assets.
 
 2.  a.  The stocks of the finished goods, stores and spare parts have
 been physically verified by the management at reasonable intervals
 during the year. In our opinion, the frequency of such verification is
 reasonable having regard to the size of the Company and the nature of
 its business.
 
 b.  In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of stocks 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 inventory. As
 explained to us, there were no material discrepancies noticed on
 physical verification of stocks, as compared to book records.
 
 3.  We are informed that the Company has not taken / granted any loans,
 secured or unsecured, from / 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 explanation
 given to us, there are adequate internal control procedures
 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. In our opinion and according to the information and
 explanations given to us, there is no continuing failure to correct
 major weaknesses in internal control.
 
 5.  As explained to us, there has not been any transaction during the
 year that needs to be entered in the register maintained under Section
 301 of the Companies Act, 1956and exceeding during the year to Rs
 500,000/- or more in respect of each such party.
 
 6.  During the year, the Company has not accepted any deposits within
 the meaning of Sections 58 A and 58 AA of the Companies Act,
 1956readwith Companies (Acceptance of Deposits) Rules, 1975.
 
 7.  In our opinion, the Company has an Internal Audit System
 commensurate with the size and the nature of its business.
 
 8.  The Company is not required to maintain cost records as prescribed
 under Section 209 (1) (d) of the Companies Act, 1956.
 
 9.  There are no accumulated losses at the end of the financial year
 and the Company has not incurred any cash losses in the current
 financial year and preceding financial year. Hence the requirements of
 Clause (x) of Paragraph 4 of the Order are not applicable to the
 Company.
 
 10.  The Company has not taken any loans (either secured or unsecured)
 including term loans from financial institutions or banks or debenture
 holders.
 
 11.  The Company has not granted any loans and advances on the basis of
 security byway of pledge of shares, debentures and other securities.
 
 12.  The Company is not a Chit Fund, Nidhi or mutual benefit society.
 Hence the requirements of clause (xii) of paragraph 4 of the Order are
 not applicable to the Company.
 
 13.  The Company has kept adequate records of its transactions and
 contracts in shares, securities, and other investments and timely
 entries have been made therein. The shares, securities and other
 investments are held in the name of the Company or are in the process
 of being transferred in the Company''s name.
 
 14. The Company has not taken any term loans.
 
 15.  a.  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, Custom duty, Excise duty and other
 material statutory dues applicable to it.
 
 b.  According to the information and explanations given to us, there
 are no 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, cess which are
 outstandmgas at March 31*2011, for a period of more than six months
 from the date they became payable.
 
 c.  According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 Income-tax, Sales-tax, Wealth-tax, Custom duty, Excise duty, Service
 tax, and cess as at March 312011, which have not been deposited on
 account of a dispute, are as follows:
 
 Name of the 
 statute        Nature of dues     Amount (Rs)  Assessment    Forum where
                                                              the
                                                Year to 
                                                which the     dispute is
                                                              pending
                                                amount
                                                relates
 
 Income Tax
 Act, 1961      Income tax         8,277,961/-  2005-2006     High Court
 
                                   6,637,572/-  2008-2009     Commissio
                                                              -ner
                                                              of Income
                                                              Tax
                                                             (Appeals)
 
 16.  In our opinion, and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 17. The Company has not issued any debentures. Hence the requirements
 of Clause (xix) of Paragraph 4 of the Order are not applicable to the
 Company.
 
 18.  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 and vice versa.
 
 19. According to the information and explanations given to us, no
 preferential allotment of shares has been made by the Company to
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956.
 
 20. The Company has not raised any money from public issue during the
 year. Hence the requirements of Clause (xx) of Paragraph 4 of the Order
 are not applicable to the Company.
 
 21. During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of any such case by the management.
 
                                             For and on behalf of
                                             B.AGGARWAL & CO 
                                             Chartered Accountants Firm
                                             Registration No. 004706N
 
                                             Alokjam
                                             Partner
 New Delhi, June 2nd 2011                    Membership No. 510960