1.  We have audited the attached Balance Sheet of VALUE INDUSTRIES
 LIMITED, as at 31st December, 2010, the Profit and Loss Account and
 also the Cash Flow Statement of the Company for the period ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Companys 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 misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in 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 (Auditors Report) Order, 2003, issued
 by the Central Government in terms of Section 227(4A) of the Companies
 Act, 1956, and on the basis of such checks as considered appropriate
 and according to the information and explanations given to us during
 the course of the audit, we give in the Annexure hereto 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 above
 paragraph, 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 it appears from our examination of those
 books;
 
 c) The Balance Sheet, 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, Profit and Loss Account and Cash
 Flow Statement dealt with by the report comply with the Accounting
 Standards referred to in Section 211(3C) of the Companies Act, 1956;
 
 e) According to the information and explanations given to us and on the
 basis of written representations received from the directors of the
 Company and taken on record by the Board of Directors, we report that
 none of the directors is disqualified as on 31st December, 2010 from
 being appointed as a director in terms of Section 274(1)(g) 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 financial statements, read
 together with the significant accounting policies and 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 the Balance Sheet, of the state of affairs of the
 Company as at 31st December, 2010; 
 
 (ii) In the case of the Profit and Loss Account, of the profit for the
 period ended on that date; and
 
 (iii) In the case of the Cash Flow Statement, of the cash flows for the
 period ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 Statement referred to in paragraph 3 of the Auditors Report of even
 date to the Members of VALUE INDUSTRIES LIMITED on the accounts for the
 period ended 31st December, 2010.
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situations of fixed
 assets.
 
 (b) As per the information and explanations given to us, physical
 verification of fixed assets has been carried out in terms of the
 phased programme of verification adopted by the Company and no material
 discrepancies were noticed on such verification. In our opinion, the
 frequency of verification is reasonable, having regard to the size of
 the Company and nature of its business.
 
 (c) During the period, the Company has not disposed off any
 substantial/major part of fixed assets.
 
 (ii) (a) As per the information furnished, the inventories have been
 physically verified during the period by the management. In our opinion
 and having regard to the nature and location of stocks, the frequency
 of the physical verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, procedures of physical verification of inventory 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 is maintaining proper records of inventory. As per
 information and explanation given to us, discrepancies noticed on
 physical verification of stocks were not material in relation to the
 operations of the Company and the same have been properly dealt with in
 the books of account.
 
 (iii) (a) As per the information and explanations given to us, the
 Company has not granted or taken any loans, secured or unsecured,
 to/from companies, firms or other parties covered in the register
 maintained under Section 301 of the Companies Act, 1956.
 
 (b) As the Company has neither granted nor taken any loans, secured or
 unsecured, to/from companies, firms or other parties covered in the
 register maintained under Section 301 of the Companies Act, 1956,
 sub-clauses (b), (c), (d), (f) and (g) of Clause (iii) of paragraph 4
 of the Order are not applicable.
 
 (iv) 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 with regard
 to purchase of inventory and fixed assets and for the sale of goods and
 services. During the course of our audit, we have not observed any
 continuing failure to correct major weakness in the internal control
 systems.
 
 (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 in 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 and exceeding the value of Rupees Five Lakhs,
 in respect of any party during the period, 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 the provisions of Section 58A, 58AA or any other
 relevant provisions of the Companies Act, 1956 and rules framed there
 under.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size of the Company and the nature of its
 business.
 
 (viii) The Central Government has prescribed maintenance of the cost
 records under Section 209(1)(d) of the Companies Act, 1956, in respect
 of the Companys products. We have broadly reviewed the books of
 account and records maintained by the Company in this connection and
 are of the opinion that, prima facie, the prescribed accounts and
 records have been made and maintained. We have however, not made a
 detailed examination of the records with a view to determine whether
 they are accurate or complete.
 
 (ix) (a) According to the information and explanations given to us and
 the records examined by us, the Company is regular in depositing with
 appropriate authorities undisputed statutory dues including Provident
 Fund, Investor Education and Protection Fund, Employees State
 Insurance, Income tax, Sales tax, Wealth tax, Service tax, Custom duty,
 Excise duty, Cess and other statutory dues wherever applicable.
 According to the information and explanations given to us, no
 undisputed arrears of statutory dues were outstanding as at 31st
 December, 2010 for a period of more than six months from the date they
 became payable.
 
 (b) According to the records of the Company examined by us and
 information and explanation given to us, the particulars of dues of
 Sales tax, Income tax, Custom duty, Wealth tax, Service tax, Excise
 duty, Cess which have not been deposited on account of disputes, are
 given below:
 
 Nature of the 
 Statute         Nature of the Dues    (Rs. Million)    Forum where
                                                        dispute is 
                                                        pending
 
 1. Customs Act, 
    1962         Custom Duty               1.43         Commissioner
 
                                           3.26         CESTAT
 
                 Penalty                   2.93         Commissioner
                   
                                           2.17         CESTAT
 
 2. Central 
    Excise 
    Act, 1944    Excise Duty               0.89         CESTAT
 
                 Penalty                   0.40         CESTAT
 
 3. Finance 
    Act, 1994    Service Tax Demand        1.00         Asst. 
                                                        Commissioner
 
 4. Sales Tax 
    Act of 
    various      Sales Tax Demand         57.55         DCST (Appeals)
 
    States                                0.70          Tribunal
 
 (x) There are no accumulated losses as on 31st December, 2010. The
 Company has not incurred any cash losses during the financial period
 covered by our audit and the immediately preceding financial year. 
 
 (xi) Based on our audit procedures and the information and explanations
 given by the management, we are of the opinion that the Company has not
 defaulted in repayment of dues to financial institutions, banks or
 debenture holders.
 
 (xii) Based on our examination of the records and the information and
 explanations given to us, the Company has not granted any loans and/or
 advances on the basis of security by way of pledge of shares,
 debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund Company or nidhi/
 mutual benefit fund/society. Therefore, the Clause (xiii) of the Order
 is not applicable to the Company.
 
 (xiv) The Company has maintained proper records of transactions and
 contracts in respect of dealing and trading in shares, securities,
 debentures and other investments and that timely entries have generally
 been made therein. All shares, debentures and other securities have
 been held by the Company in its own name except to the extent of the
 exemption granted under Section 49 of the Companies Act, 1956.
 
 (xv) According to the information and explanations given to us, the
 terms and conditions of guarantees given by the Company for loans taken
 by others from banks or financial institutions are, prima facie, not
 prejudicial to the interest of the Company.
 
 (xvi) According to the information and explanations given to us, the
 term loans raised during the period were applied, on an overall basis,
 for the purpose for which the loans were obtained.
 
 (xvii) On the basis of overall examination of the Balance Sheet of the
 Company, we observed that, the Company has not used funds raised on
 short term basis for long term investments.
 
 (xviii) According to the information and explanation given to us, the
 Company has not made any preferential allotment of shares during the
 period to parties and companies covered in the register maintained
 under Section 301 of the Companies Act,1956.
 
 (xix) The Company has not issued any debentures during the period. The
 Company has created security in respect of debentures issued in earlier
 years.
 
 (xx) The Company has not raised any money by public issues during the
 period.
 
 (xxi) According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 period.
 
 
 
 For KHANDELWAL JAIN & CO.                 For KADAM & CO.
 Chartered Accountants                     Chartered Accountants
 Firm Registration No. 105049W             Firm Registration No. 104524W
 
 SHIVRATAN AGARWAL                         U. S. KADAM
 Partner                                   Partner
 Membership No. 104180                     Membership No. 31055
 
 Place : Mumbai
 Date  : 26th May, 2011