Ganesha Ecosphere Ltd.

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.

01. 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 hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order.

02. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

(a) We have obtained all the information Et explanations which to the best of our knowledge and belief, were necessary for the purposes 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, Statement of Profit Et Loss and Cash Flow Statement dealt with by this report, are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report, comply with the Accounting Standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956, to the extent applicable;

(e) On the basis of written representations received from the Directors of the Company, as on 31st March , 2012 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;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto give, in the prescribed manner, the information required by the Companies Act, 1956, 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 March, 2012;

(ii) in the case of the Statement of Profit Et Loss, of the Profit for the Year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the Cash flows of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF GANESHA ECOSPHERE LIMITED ON THE FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 31ST MARCH 2012.

1) i) The Company has maintained proper records showing full

particulars including quantitative details Et situation, of fixed assets.

ii) As explained to us, the fixed assets have been physically verified by the management during the year under regular program of verification, which in our opinion is reasonable, having regard to the size of the Company Et nature of its assets. As informed to us, no material discrepancies were noticed on such physical verification.

iii) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

2) i) As explained to us, inventory has been physically verified by the management at reasonable intervals during the year.

ii) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

iii) On the basis of our examination of inventory records, we are of the opinion that the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3) i) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (a), (b), (c) and (d) of the Order, are not applicable to the Company.

ii) According to the information and explanations given to us, the Company has taken unsecured loans and fixed deposits from a Company, four directors and seven other parties covered in the register maintained under section 301 of the Companies Act, 1956. During the year Rs. 6,89,57,955 were taken as loan and the maximum amount involved during the year was Rs. 5,03,47,500 and the balance outstanding as on 31st March 2012 isRs. 1,12,26,410.

iii) In our opinion and according to the information and explanations given to us, the rate of interest Et other terms and conditions of such loans taken by the company, are not prima facie prejudicial to the interest of the Company.

iv) In respect of unsecured loans taken by the Company, principal amount including interest is repayable on demand and there are no stipulations as to the payment of principal amount Et interest thereon. In respect of fixed deposits taken by the Company, payment of principal amount Et interest are regular.

4) In our opinion and according to the information and explanations given to us, there is an adequate internal control system 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. We have not observed any major weakness in the internal control systems during the course of the audit.

5) i) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

ii) 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 Rs.5,00,000 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or any Court or any other Tribunal.

7) In our opinion, the Company has an internal audit system commensurate with the size Et nature of its business.

8) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under Section 209(1 )(d) of the Companies Act, 1956 and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of such records with a view to determine whether they are accurate or complete.

9) i) According to the information Et explanations given to us and the records of the Company examined by us, in our opinion, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Value Added Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues have been regularly deposited with the appropriate authorities though there have been a slight delay in a few cases.

ii) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, investor education and protection fund, employees' state insurance, income tax, wealth tax, service tax, sales tax, value added tax, custom duty, excise duty and other undisputed statutory dues were outstanding, as at 31st March, 2012 for a period of more than six months from the date they became payable.

iii) According to the records of the Company and as per the information and explanations given to us, the disputed statutory dues as at 31st March 2012 that have not been deposited on account of matters pending before appropriate authorities are as under:

Name of the state nature of the dues amount forum where dispute is pending U. P. Trade Tax Act, 1948 EntryTax 234045* Supreme Court

U. P. Trade Tax Act, 1948 EntryTax 1198910* Supreme Court

U. P. Trade Tax Act, 1948 EntryTax 914932* Supreme Court

Central Excise Act, 1944 Cenvat Duty 2421248s CESTAT, New Delhi

Central Excise Act, 1944 Cenvat Duty 6469879s The Commissioner (Appeals) Central Excise, Kanpur

Income Tax Act,1961 Penalty 125000* The Commissioner (Appeals) Kanpur

* Net of amount deposited under dispute.

$ Net of amount deposited under dispute and Cenvat available against disputed dues.

10) The Company has no accumulated losses at the end of the financial year ended on 31st March, 2012 and it has not incurred any cash losses during the financial year ended on 31st March, 2012 and in the immediately preceding financial year ended on 31st March, 2011.

11) Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution, banks and debenture holders.

12) In our opinion and according to the information and explanations given to us the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion, the Company is not a Chit fund or nidhi / mutual benefit fund / society. Therefore clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

14) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

15) In our opinion and according to the information Et explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or financial institutions. Therefore clause 4(xv) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

16) Based on information and explanations given to us by the management, the term loans were applied for the purpose for which the loans were obtained.

17) According to the information Et explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investments.

18) During the year, the Company has made preferential allotment of equity shares to the four directors and one other party covered in the register maintained under section 301 of the Companies Act 1956. In our opinion, the price at which, equity shares have been issued, is not prejudicial to the interest of the Company.

19) The Company has not created any security or charge on the assets of the Company in respect of Unsecured Zero Coupon Optionally Convertible Debentures issued.

20) The Company has not raised any money by way of public issue during the year.

21) Based upon the audit procedures performed for the purpose of reporting true and fair view of the financial statements and according to the information and explanations given to us by the management, in our opinion, no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR MEHROTRA RAKESH KUMAR ft CO., Chartered Accoun tan ts, (Registration No. 002978C)

(Deepak Seth)

Place: Kanpur Partner

Dated: 26th May, 2012 Membership No. 073081