Wendt (India)

1.  We have audited the attached Balance Sheet of WENDT (INDIA)
 LIMITED, as at March 31, 2009, the Profit and Loss Account and the Cash
 Flow Statement of the Company for the year ended on that date both
 annexed thereto. These financial statements are the responsibility of
 the management of the company. 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 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 statements
 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 of India in terms of Section 227 (4A) of the
 Companies Act, 1956, we give in the Annexure, 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 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 purposes of our
 audit.
 
 (ii) 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.
 
 (iii) The Balance Sheet, Profit and 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 section 211 (3C) of the Companies
 Act, 1956.
 
 (v) On the basis of written representations received from the directors
 of the Company, as at March 31, 2009 and taken on record by the Board
 of Directors, we report that none of the directors is disqualified as
 on March 31, 2009 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 explanations given to us, the said accounts, give the information
 required by the Companies Act 1956, in the manner so required, 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 March 31, 2009; and
 
 (b) in the case of the Profit and Loss Account, of the profit for the
 year ended on that date.
 
 (c) in the case of Cash flow statement, of the cash flows for the year
 ended on that date.
 
 ANNEXURE TO THE AUDITORS REPORT
 
 (Referred to in our report of even date)
 
 1.  The nature of the Companys business / activities during the year
 is such that clauses iii (b) to (d), (f) & (g), x, xii, xiii, xiv, xvi,
 xviii, xix and xx are not applicable for the current year.
 
 2.  In respect of its fixed assets:
 
 a) The Company has maintained proper records showing full particulars,
 including quantitative details and situation of Fixed Assets.
 
 b) The fixed assets were physically verified in a phased manner by the
 management in accordance with a programme of verification which, in our
 opinion is reasonable having regard to the size of the company and the
 nature of its assets. According to the information and explanations
 given to us, no material discrepancies were noticed on such
 verification.
 
 c) Although some of the fixed assets of the Company have been disposed
 off during the year, in our opinion and according to the information
 and explanation given to us, the ability of the Company to continue as
 a going concern is not affected.
 
 3.  In respect of its inventories:
 
 a) According to the information and explanations given to us, the
 company has conducted a physical verification of inventories during the
 year. In our opinion, the frequency of verification is reasonable.
 
 b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management were reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) In our opinion and according to the information and explanations
 given to us, the Company has maintained proper records of its
 inventories and no material discrepancies were noticed on physical
 verification.
 
 4.  The Company has not accepted or granted any loans from / to
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 5.  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 for the purchase of inventory and fixed assets and for the
 sale of goods and services and we have not observed any continuing
 failure to correct major weaknesses in such internal controls.
 
 6.  In our opinion and according to the information and explanations
 given to us, there are no contracts or arrangements that needed to be
 entered in the register maintained in pursuance of section 301 of the
 Companies Act, 1956.
 
 7.  The company has not accepted any deposits within the meaning of
 Section 58 and Section 58AA or any other relevant provisions of the
 Companies Act 1956 and rules framed there under.
 
 8.  In ouropinion, the internal audit functions carried out during the
 year by an independent firm of Chartered Accountants by the management
 have been commensurate with the size of the Company and the nature of
 its business.
 
 9.  According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 for the Company as prescribed under Section 209(1) (d) of the Companies
 Act, 1956, for the products of the company.
 
 10.  In respect of statutory dues
 
 (a) According to the information and explanations given to 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, Custom Duty, Excise
 Duty, Cess and any other material statutory dues with the appropriate
 authorities during the year and there are no undisputed statutory dues
 as noted above that were outstanding as on March 31, 2009 for a period
 more than six months from the date they became payable.
 
 (b) According to the information and explanations given to us, details
 of disputed income tax which have not been deposited as on March
 31,2009 are given below:
 
 Name of the             Nature of            Amount (Rs.)
 Statute                   Dues
 Income Tax              Tax and               2,85,635
                         Interest
 Income Tax              Tax and              35,38,670
                         Interest
 Income Tax              Tax and              21,07,721
                         Interest
 
 Period to                     Forum where
 which the amount               dispute is
 relates (A.Y.)                pending
 
 2004 - 2005              Commissioner of Income
                          Tax (Appeals)
 2005 - 2006              Commissioner of Income
                          Tax (Appeals)
 2006 - 2007              Commissioner of Income
                          Tax (Appeals)
 
 11.  In our opinion and according to the information and explanations
 given to us, the company has not defaulted in the repayment of dues to
 financial institutions and banks.
 
 12.  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.
 
 13.  According to the information and explanations given to us, and on
 an overall examination of the balance sheet of the company, funds
 raised on short term basis have, prima facie, not been used during the
 year for long term investment.
 
 14.  To the best of our knowledge and belief and according to the
 information and explanations given to us, no fraud on or by the Company
 was noticed or reported during the year.
 
                                   For Deloitte Haskins & Sells
                                         Chartered Accountants
                                                    S. Ganesh
 Bangalore                                            Partner
 27th April 2009                              M. No. : 204108