Jainco Projects (India) Ltd.

We have audited the attached Balance Sheet of JAINCO PROJECTS (INDIA) LTD. as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. 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 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 a significant estimate made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report as follows: 1. As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Government of India, in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order. 2. Further to our comments in the annexure referred to in paragraph 1 above: a.. We have obtained all the information and explanations, which to the best of our knowledge & 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 appears from our examination of the 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 Sub-Section (3c) of Section 211 of the Companies Act, 1956. e. On the basis of the written representations received from Directors as on 31st March 2011 and taken on record by the Board of Directors of the Company, none of the Director is disqualified as on 31st March 2011 from being appointed as Directors none of the appointed as Directors in terms of clause (g) of sub-section (1) of Sec. 274 of the Companies Act, 1956; f. In our opinion and to the best of and to the best of our information and according to the explanations given to us, the said accounts, read together with the Company''s Accounting Policies and the Notes thereto, give the information 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; i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011; ii) In the case of the Profit & Loss Account, the Profit of the Company 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. ANNEXURE TO THE AUDITORS'' REPORT (Refer to paragraph 1 of our report of even date) 1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. 2. As explained to us the fixed assets have been physically verified by the management during the year in a phased / Periodical manner which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification. 3. During the year, Company has not disposed of any substantial/major part of fixed An asset, so the question of going concern status being affected does not arise. 4. As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. 5. 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 the nature of its business. 6. In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. As explained to us there were no materials discrepancies noticed on Physical verification of inventory as compared to the book records. 7. According to the information and explanations given to us, the Company has not taken any loan from or granted any loan to the parties listed in the Register maintained under Section 301 of the Companies Act, 1956. 8. According to the information and explanations given to us, parties to whom loans and advances in the nature of loans have been given, where stipulations are made, are repaying the principal amount as stipulated. 9. According to the information and explanations given to us, there is no overdue amount of loans granted to the parties listed in the Register maintained under Section 301 of the Companies Act, 1956. 10. 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 nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal Controls. 11. Based on audit procedures applied by us, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained in pursuance of Section 301 have been so entered. 12. According to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees. 13. Five lakhs in respect of any party during the year have been made at prices, which are reasonable having a regard to the relevant market prices at the relevant time. 14. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within provisions of Section 58A and 58AA of the- Companies Act, 1956 and rules there under. Therefore, the provisions of clause (vi) paragraph 4 of the Companies (Auditor''s Report) order, 2003 are not applicable to the company. 15. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 16. We have broadly reviewed the books of account maintained by the Company .As explained to us the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, are not prescribed by the Central government. 17. According to the records of the Company and explanations given to us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-Tax, Sales Tax, Wealth-Tax, Customs Duty, Excise Duty, Cess and other Statutory dues with the appropriate authorities during the year. 18. The Company has not incurred cash losses during current and the immediately preceding financial year. 19. Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks. 20. According to the information and explanations given to us. the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 21. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company. 22. Based on our audit procedures and to the best of our knowledge and according to the information and explanations given to us, we are of the opinion that the Company is maintaining proper record of the transactions and contracts of dealing in shares and securities and that timely entries have been made in these records. 23. Based on our audit procedures and to the best of our knowledge and belief and according to the information and explanations given to us, the shares and securities have been held by the Company in its own name, except to the exemption, if any granted under section 49 of the Act. 24. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment by the Company and vice versa. on short-term basis have been used for long-term investment by the Company and vice versa. 25. The Company Has not made any preferential allotment to parties and companies covered under register maintained Under Section 301 of the Companies, 1956, during the year and question of whether the price at which the shares have been issued is prejudicial to the interest of the Company does not arise 26. According to the information and explanations given to us, and the records examined by us, the Company has not issued any debentures hence no question of creation of securities. 27. The Company has not raised money by any public issues during the year and hence the question of disclosure and verification of end use of such money does not arise. 28. 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 SARKAR GURUMURTHY & ASSOCIATES CHARTERED ACCOUNTANTS BASUDEB MONDAL PARTNER Place: Kolkata Dated: 31-05-2011