(1) We have audited the attached Balance Sheet of VOLGA AIR TECHNICS
 LIMITED as at 31st March, 2012 and also Profit and Loss Account for the
 year ended on that date annexed thereto and Cash Flow Statement for the
 period on that date. 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 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 statement. 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)The Companies and the Companies (Auditor''s Report) (amended)Order,
 2003 issued by the Central Government of India in terms of sub-section
 (4A) of Section 227 of the Companies Act , 1956, we give in the
 annexure a statement on the matters specified in the paragraphs 4 and 5
 of the said Order.
 
 (4) Further to our comments in the annexure referred to above, we
 report that:
 
 ( a ) We have obtained all the information and explanation which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit.
 
 ( b ) In our opinion, proper books of accounts as required by law have
 been kept by the company so far as appear from our examination of the
 such books.
 
 ( c ) The Balance Sheet, Profit & Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of accounts.
 
 ( d ). In our opinion, the Balance Sheet, Profit & Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in Section 211 (3C)of the Companies
 Act, 1956 except for Accounting Standard 6 on Depreciation Accounting
 : read with Note No. 5. of Schedule 13(A).
 
 ( e ) On the basis of written representation received from directors as
 on 31st March ,2011 and taken on record by the Board of Directors, we
 report that none of the directors is disqualified as on 31st 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.
 
 (5) In our opinion and to the best of our information and according to
 the explanation given to us the said accounts are subject to the notes
 no.9(a),9(b) &9(c) in Schedule 13(A) stated below:
 
 Attention is invited to following notes in Schedule - 13(A) .  Note No.
 9(a)
 
 1.  non provision of interest on term loans & CC limits granted by
 financial corporation GIICJDBI and CENTRAL BANK OF INDIA comes to
 approx Rs.243.83 lacs Rs.169.78 lacs & 260.32 lacs respectively, total
 amounting to Rs.613.3 lacs Note No.
 
 Subject to the foregoing in our opinion and to the best of our
 information and according to the explanation given to us, the said
 accounts together with the other notes give the information required by
 the Companies Act, 1956 in the manner so required and give a true and
 fair view.
 
 (i) in the case of Balance Sheet of the State of affairs of the Company
 as at 31 stMarch,2012
 
 (ii) in case of the Profit and Loss Account of the Loss for the year
 ended on that date.
 
 (iii) in case of the Cash Flow Statement of the Cash Flow for the year
 ended on that date
 
 ANNEXURE TO THE AUDITORS'' REPORT (Referred to in paragraph of our
 Report of even date)
 
 As required by the Companies (Auditor''s Report) Order,2003 and
 according to the information and explanations given to us during the
 course of the audit and on the basis of such checks as were considered
 appropriate, we report that:
 
 The nature of Company''s activities during the year has been such that
 clauses (xii),(xiii) and (xiv) of paragraph 4 of the
 Companies''.(Auditor''s Report) Order,2003 are not applicable to the
 Company for the year ended.
 
 (1) (a)The Company has maintained proper records showing full
 particulars including quantitative details and situation of fixed
 assets ;
 
 (b)As explained to us, the assets have been physically verified by the
 management in accordance with a phased programme of verification, which
 in our opinion, is reasonable, considering the size and the nature of
 its business. The frequency of verification is reasonable and no
 material discrepancies have been noticed on such physical verification.
 
 (c)In our opinion and according to the information and explanation
 given to us, the Company has not made any substantial disposals during
 the year.
 
 (2)(a) There is no inventory during the year hence there is no question
 of verification thereof.  - ''
 
 (3) (a) According to the information and explanations given to us, the
 Company has not granted any loan, secured or unsecured to company, firm
 or other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956;
 
 (b) The Company has not taken any loan during the year from companies,
 firms or other parties covered .in the Register maintained under
 Section 301 of the Companies Act, 1956.  (The Intercorporate deposit is
 of the earlier year) (c) There is no unsecured loan to the employee and
 others.
 
 (4) The company has suspended production from 22.11.2009 and has
 interest income and administrative expenses.
 
 (5) Company has no purchases / sales during the year
 
 (6) According to information & explanation given to us, except the loan
 from body corporate obtained in earlier years the Company does not have
 any deposit from the public. There is no stipulation as regards payment
 of interest & also the time of re payment and therefore in our honest
 belief & opinion provisions of Section 58A & 58AA of the Companies Act,
 1956 & the Companies (Acceptance of Deposit) Rules 1975 are not
 applicable to the Company.
 
 (7) There is no business activities during the year. Hence there is no
 requirement of internal audit
 
 (8) There are no manufacturing activities carried out by the Company
 for Air Conditioners, as such there is no need to review the cost
 record.
 
 (9) (a) According to the record of the company undisputed statutory
 dues such as Provident Fund and Sales Tax are not paid regularly.
 However there are no statutory dues as regards Wealth Tax, Service Tax,
 Customs Duty, Excise Duty Cess According to the information and
 explanation given to us no undisputed amount except Income Tax
 ,Provident Fund and Sales Tax are outstanding as at 31st March, 2012.
 
 (b) Disputed sales tax not deposited have been disclosed in Note 12
 under the head ''Contingent Liabilities not provided for in the Notes
 to the accounts under Schedule 13(B).
 
 (10) The Company has accumulated losses & Company has not earned cash
 profit in the current financial year and had profit in the immediately
 preceding financial year.
 
 (11) The Company has defaulted in repayment of its dues to the Bank and
 Financial Institutions .The unpaid amount is Rs.l0,13,80,064 &
 42,25,101 as per of Balance Sheet The Loans were obtained
 during the period 1994-95 & 1995-96. The Company has not provided &
 defaulted in payment of interest.
 
 (12) According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from bank
 and financial institutions.
 
 (13) Company has not obtained term loans during the year.
 
 (14) The Company has not raised fund on short term or long term basis
 and investments in fixed assets have been financed out of internal
 accruals.
 
 (15) The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956 during the year.
 
 (16) No debentures have been issued by the Company and hence, the
 question of creating securities in respect thereof does not arise.
 
 (17) The Company has not raised any money by way of public issues
 during the year.
 
 (18) The Company does not have secretary from 1.3.2010.
 
 (19 On the basis of our examination and according to the information
 and explanations given to us, no fraud, on or by the Company, has been
 noticed or reported during the year.  _
 
 
 
                                 FOR S. N. MEHTA & ASSOCIATES 
 
                                         CHARTERED ACCOUNTANT
 
 PLACE : AHMEDABAD                                 (S.N.MEHTA)
 
 DATE : 31.07.2012                                 Proprietor
 
                                          Membership No. 9057 
 
                                        FIRM REG. NO. 106306W