Hind Industries Ltd.

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 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 (Auditor's report) Order, 2003 as amended by the Central Government of India in terms of Section 227(4A) 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.

4. Provision for Sundry Debtors and advances to suppliers pending adjustment.

(Refer Note 33 of Notes forming part of Financial Statements.)

5. Further to our comments in the Annexure referred to in paragraph (3) 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the Balance Sheet and the Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v. On the basis of the written representations received from the Directors of the Company, as on March 31st, 2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31st , 2012 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.

Subject to para (4) above, 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 notes thereon give the information as 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;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

b) In the case of the Profit and Loss Account, of the loss of the company for the year ended on that date; and

c) In the case of Cash Flow Statement, of the cash Flow of the company for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

(Referred to in paragraph (3) of our report of even date)

Based upon the information and explanation furnished to us and such checks as we consider appropriate during the course of our audit, we report that:

I) In respect of its fixed assets:

a. The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

b. As informed to us, most of the fixed assets have been physically verified by the management during the year in accordance with a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and nature of its fixed assets. No material discrepancies were noticed on such verification as per explanation and information given to us.

c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

II) In respect of its inventories :

a. As explained to us, inventories have been physically verified by the management in accordance with perpetual inventory program at regular intervals during the year.

b. In our opinion, the procedures of physical verification of inventory followed by 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 record of inventories as per nature of its business. As explained to us there were no material discrepancies noticed in physical verification as compared to book records.

III) In regard to Loans and Advances :

a. The company has granted loans secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and total amount outstanding at the year end is Rs. 611.05 lakhs from one party. However the terms & conditions as regard thereto are not prima-facie prejudice to the interest of the company.

b. As informed, the company has taken loan, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and total amount outstanding at the year end is Rs. 26.97 lacs from two parties. However the terms & conditions as regard thereto are not prima-facie prejudice to the interest of the company.

c. According to the records of the company examined by us and the information and explanations given to us, there is no overdue amount of loans taken or granted to companies, firms or other parties listed in the registers maintained under section 301 of the companies Act, 1956.

IV) In our opinion and according to the information and explanations given to us there are adequate internal control system commensurate with the size of the company and nature of its business for the purchase of the inventory, fixed assets and for sale of goods. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal controls.

V) In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Companies Act 1956.

VI) The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956 and therefore we have no comments to offer.

VII) In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

VIII) To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub section (1) of Section 209 of the Companies Act, 1956 for the products of the Company.

IX) In respect of statutory dues :

a. Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's State Insurance Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Central Sales Tax, Cess and other material statutory dues applicable to it, have generally been regularly deposited with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding, at the year end for a period of more than six months from the date they became payable.

X) The Company does not have any accumulated losses at the year end. However it has not incurred any cash losses in the current year and immediately preceding financial year.

XI) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks as at the year-end.

XII) According to the information and explanations given to us, and based on the documents and records produced 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.

XIII) In our opinion, the company is not a chit fund or Nidhi/mutual benefit fund/society.

XIV) In our opinion, the company is not dealing in or trading in shares, securities, debentures, and other investment.

XV) According to the information and explanations given to us, the Company has given guarantees for loans taken by its subsidiary and associate companies from the banks, the terms and conditions whereof in our opinion are not prima- facie prejudicial to the interest of the Company.

XVI) Based on the information and explanations given to us, the term loans raised earlier have been applied for the purpose for which the loans were obtained.

XVII) According to the information and explanations given to us, and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used prima- facie for long-term investment by the Company

XVIII) The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

XIX ) The Company does not have any outstanding debentures during the year.

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

XXI) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For M. K. AGGARWAL & CO. Chartered Accountants (FRN - 01411N)

C. A. (M. K. AGGARWAL) (Partner) (M. NO. 014956)

PLACE : NEW DELHI DATE : 14.08.2012