We have audited the attached Balance Sheet of M/S. VIKRAM THERMO
 (INDIA) LTD. as at 31st March, 2012 and also the Statement of Profit &
 Loss and the Cash Flow Statement of the Company for the year ended on
 that date annexed there to. 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 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 and we report that:
 
 1 We have obtained all the information and explanations which to best
 of our knowledge and belief were necessary for the purpose of our
 audit.
 
 2 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.
 
 3 The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement
 dealt with by this report are in agreement with the books of account of
 the Company.
 
 4 In our opinion, the balance sheet, statement of profit & toss and
 cash flow statement dealt with by this report are in compliance with
 Accounting Standards referred to in section 211 (3C) of the Companies
 Act, 1956, in so far as they apply to the Company.
 
 5 As per the representation made to us by all the directors of the
 Company and taken on record by the Board of Directors, none of the
 director is disqualified from being appointed as director under section
 274(l)(g) of the Companies Act 1956.
 
 6 In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 significant accounting policies and other notes thereon, give the
 information required by the Companies Act, 1956 in the manner so
 required and gives a true and fair view in conformity with the
 accounting principles generally accepted in India:
 
 i In the case of Balance Sheet of the state of affairs of the Company
 as at 31st March, 2012.
 
 ii In the case of Statement of Profit & Loss, of the profit for the
 year ended on that date and
 
 iii In the case of Cash Flow Statement, of the cash flows for the year
 ended on that date.
 
 7 As required by the Companies (Auditors'' Report) order, 2003, issued
 by the Central Government of India in terms of section 227(4A) of the
 Companies Act, 1956 and on the basis of such checks as we considered
 appropriate and according to the information and explanations given to
 us, we further state on the matters specified in paragraph 4 and 5 of
 the said order to the extent applicable as folLows :
 
 i) The Company has maintained proper records showing full particulars
 including quantitative details and situation of its Fixed Assets.
 
 We have been informed that the fixed assets were physically verified
 during the year by the Management in accordance with a program of
 verification, which in our opinion, provides for physical verification
 of all the fixed assets at reasonable intervals. No material
 discrepancy were noticed on such verification.
 
 During the year Company has not disposed off any substantial part of
 fixed assets.
 
 ii) The inventory of the Company has been physically verified by the
 Management during the year. In our opinion, the frequency of
 verification is reasonable.
 
 In our opinion, the procedure of physically verification of inventory
 followed by the Management is reasonable and adequate in relation to
 the size of the Company and nature of its business.
 
 The Company has maintained proper records of inventory and no material
 discrepancy between the physical stock and the book stock is noticed on
 physical verification.
 
 iii) The Company has not granted or taken any loans, secured or
 unsecured to or from companies, firms or other parties listed in the
 register maintained under section 301 of the Companies Act 1956.
 Accordingly the provisions of clauses 4(iii)(b), 4(iii)(c), 4(iii)(d),
 4(iii)(f) and 4(iii)(g) of the order are not applicable to the Company.
 
 iv) In our opinion and according to the information and explanation
 given to us, there is adequate internal control procedures commensurate
 with the size of the Company and nature of its business with regard to
 the purchases of inventories and fixed assets and with regard to sales
 of goods and services.
 
 During the course of our audit no major weakness has been noticed in
 the internal control procedures.
 
 v) According to the information & explanation provided to us, the
 particular of contracts or arrangements referred to in Section 301 of
 the Companies Act, 1956 have been so entered in the register required
 to be maintained under that section.
 
 According to information and explanation provided to us, transaction
 made in pursuance of such contract or arrangements have been made at
 prices which are reasonable having regarding to the prevailing market
 prices at the relevant time where such market prices are available with
 the Company or the prices at which transactions for similar goods or
 services have been made with other parties.
 
 vi) The Company has not accepted any deposits under the provisions of
 Section 58A, 58AA or any other relevant provisions of the Act and the
 rules framed there under.
 
 Accordingly, the provision of clause 4(vi) of the order are not
 applicable.
 
 vii) In our opinion the Company has adequate internal audit system
 commensurate with the size and nature of its business.
 
 viii) We have broadly reviewed the books of accounts maintained by the
 Company pursuant to the rules made by the Central Government for the
 maintenance of cost record under section 209(l)(d) of the Companies
 Act,1956 and are of the opinion that prima facie the prescribed
 accounts and records have been maintained. We have, however, not made a
 detailed examination of the records with a view to determining whether
 they are accurate or complete.
 
 ix) According to information and explanation given to us and the
 records of the Company examined by us, the Company has been generally
 regular in depositing 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 with the appropriate
 authorities during the year.
 
 The dues outstanding in respect of Sales Tax, Income Tax, Customs Duty,
 Wealth Tax, Service Tax, Excise Duty and Cess on account of any dispute
 are as follows:
 
 Name of the 
 statute       Nature of dues   Amount
                                Rs.         Period to which 
                                            the amount
                                            relates         Forum where 
                                                            dispute is 
                                                            pending
 
 Income Tax 
 Act, 1961     Income Tax       3,38,980/-  A.Y 2009-10     Commissioner
                                                           (Appeal)
 
 x) The Company does not have accumulated losses at the end of the year
 and the Company has not incurred cash losses during the current and
 immediately preceding financial year.
 
 xi) According to the records of the Company, the Company does not have
 any outstanding dues payable to any financial institution or debenture
 holders. It has not defaulted in repayment of its dues to bank during
 the year.
 
 xii) The Company has not granted any loans or advances on the basis of
 security by way of pledge of shares, debentures and other securities.
 
 xiii) In our opinion and according to the information and explanation
 given to us, the Company is not a chit fund/nidhi/mutual benefit
 fund/society. Accordingly paragraph 4(xiii) of the order is not
 applicable.
 
 xiv) The Company has not dealt or traded in shares, securities,
 debentures or other investments during the year. Accordingly paragraph
 4(xiv) of the order is not applicable.
 
 xv) According to the records of the Company, the Company has not given
 any guarantee for loans taken by others from bank or financial
 institutions. Accordingly paragraph 4(xv) of the order is not
 applicable.
 
 xvi) In our opinion and according to the information and explanation
 given to us, during the year Company has not raised any term loan.
 
 xvii) On the basis of review of utilization of funds which is based on
 overall examination of the balance sheet of the Company, related
 information as made available to us and as represented by the
 Management, Funds raised on short term basis have, prima facie, not
 been used during the year for long term investments.
 
 xviii) The Company has not made any preferential allotment to parties
 and companies covered in the register maintained under section 301 of
 the Act during the year.
 
 xix) The Company has not issued any debentures.
 
 xx) The Company has not raised any money by public issue during the
 year.
 
 xxi) To the best of our knowledge and belief and as per the information
 and explanation given to us, no fraud on or by the Company was noticed
 or reported during the year.
 
                                                 For, B.A.Rajpara & Co.
 
                                                 Chartered Accountants
 
                                                          (B.A.RAJPARA)
 
                                                            Proprietor
 
 Dated : 06.08.2012                                       M. No. 34451
 
 Place : Ahmedabad.                                    FRN No. 108472W