Auditor Report of KM Capital Ltd.

Mar 31, 2011

We have audited the attached Balance Sheet of M/S K M CAPITAL LIMITED as at 31st March 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are there responsibility of the Company''s management. Our responsibility there, a These financial statements are the based on our audit. express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing generally accepted in India. Those Standards require that we plan perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes assessing principals used and significant estimates made by management, as well as evaluating the overall financial used and significant estimates provides a reasonable basis for our opinion Statement Presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Audit Report) Order, 2003 and the Companies (Audit Report) (Amendment) Order 2004 issued by the central government of India in the terms of section 227 (4A) of the companies Act 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, 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 appears from our examinations of those books. c) The Balance Sheet, Profit & loss Account and cash flow statement default with by the report are in agreement with the books of accounts.

d) In our opinion the balance sheet Profit & loss account and cash flow statement, default 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 written representations received from the Directors as on 31st March 2011, and taken on record by the Board of Directors we report that none of the directors in disqualified as on 31st March 2011 from being appointed as a director in term of clause (g) of sub section 274 of the companies Act 1956, and

f) In our opinion and to the best of our information and explanation given to us the said accounts give the information required by the companies Act 1956 in the manner so required 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 2011 and

ii) in the case of the Profit & Loss Account, of the Loss for the year ended on that date

iii) In the case of Cash Flow statement, of the cash flows for the year ended on that date.

Annexure Referred to in paragraph 3 of our Auditor''s Report of even date on the financial statements for the year ended 31.03.2011 of K M Capital Limited

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

(i) a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, physical verification of a major portion of fixed assets as at 31st March 2011 was conducted by the management during the year. No material discrepancies were noticed on such verification, as confirmed by the management. The frequency of verification is reasonable

(c) The company does not possess any Plant & Machinery. No purchases of Plant & Machinery made during the financial year.

(ii) Not applicable since no inventory bought and/ or held during the year.

(iii) (a) The Company has not granted any fresh loans during the year to Companies, firms and/ or other parties listed in the registers maintained under section 301 of the companies Act, 1956 and/or to the Companies under . the same management within the meaning of section 370 (1-B) of the Companies Act, 1956. The Company has not given any fresh loans and/ or advances in the nature of loans to any person during the year under review.

(b) The Company has not taken any fresh loan from Companies, firms and / or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management within the meaning of section 370 (1-B) of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system, commensurate with the size of the company and the nature of its business with regard to pur- chases of inventory, fixed assets and sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

(v) (a) There is no transaction made in pursuance of contracts or arrangement required to be entered in the register maintained under section 301 of the Companies Act, 1956; hence, not applicable.

(vi) Company has not accepted any public deposits during the year in contravention to the provisions of section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) In our opinion and according to information and explanations givon to us, the maintenance of cost records, under section 209(1 )(d) of the Companies Act, 1956 has not been prescribed for the company.

(ix) (a) According to the information and explanations given to us, Provident Fund, Investor Education and Protection " Fund, Employees'' State Insurance, Wealth Tax, Custom Duty, Excise Duty, etc. as referred are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months, from the date they became payable.

(c) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months, from the date they became payable.

(x) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions or bank.

(xi) In our opinion and 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.

(xii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society.

(xiii) In our opinion, and according to the information and explanations given to us the company is not in the business of dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company

(xv) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that no short-term funds have been utilized for long term investments. Further no long term funds have been used to finance short term assets, except working capital.

(xvi) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year.

(xvii) The company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of Public Issue during the year.

(xix) To the best of our knowledge & belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VBR & Associates

CHARTERED ACCOUNTANTS

Firm''s Registration No. 013174N

Sd/-

Vijay Bansal

Place: Delhi Partner

Date: 02.09.2010 Membership No. 88744

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S K M CAPITAL LIMITED as at 31st March 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are there responsibility of the Company''s management. Our responsibility there, a These financial statements are the based on our audit. express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing generally accepted in India. Those Standards require that we plan perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes assessing principals used and significant estimates made by management, as well as evaluating the overall financial used and significant estimates provides a reasonable basis for our opinion Statement Presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies (Audit Report) Order, 2003 and the Companies (Audit Report) (Amendment) Order 2004 issued by the central government of India in the terms of section 227 (4A) of the companies Act 1956, we enclosed in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all the information and explanations, 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 appears from our examinations of those books. c) The Balance Sheet, Profit & loss Account and cash flow statement default with by the report are in agreement with the books of accounts.

d) In our opinion the balance sheet Profit & loss account and cash flow statement, default 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 written representations received from the Directors as on 31st March 2010, and taken on record by the Board of Directors we report that none of the directors in disqualified as on 31st March 2010 from being appointed as a director in term of clause (g) of sub section 274 of the companies Act 1956, and

f) In our opinion and to the best of our information and explanation given to us the said accounts give the information required by the companies Act 1956 in the manner so required 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 2010 and

ii) in the case of the Profit & Loss Account, of the Loss for the year ended on that date

iii) In the case of Cash Flow statement, of the cash flows for the year ended on that date.

Annexure Referred to in paragraph 3 of our Auditor''s Report of even date on the financial statements for the year ended 31.03.2010 of K M Capital Limited

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

(i) a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, physical verification of a major portion of fixed assets as at 31st March 2010 was conducted by the management during the year. No material discrepancies were noticed on such verification, as confirmed by the management. The frequency of verification is reasonable

(c) The company does not possess any Plant & Machinery. No purchases of Plant & Machinery made during the financial year.

(ii) Not applicable since no inventory bought and/ or held during the year.

(iii) (a) The Company has not granted any fresh loans during the year to Companies, firms and/ or other parties listed in the registers maintained under section 301 of the companies Act, 1956 and/or to the Companies under . the same management within the meaning of section 370 (1-B) of the Companies Act, 1956. The Company has not given any fresh loans and/ or advances in the nature of loans to any person during the year under review.

(b) The Company has not taken any fresh loan from Companies, firms and / or other parties listed in the register maintained under section 301 of the Companies Act, 1956 and/or from the Companies under the same management within the meaning of section 370 (1-B) of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal control system, commensurate with the size of the company and the nature of its business with regard to pur- chases of inventory, fixed assets and sale of goods & services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

(v) (a) There is no transaction made in pursuance of contracts or arrangement required to be entered in the register maintained under section 301 of the Companies Act, 1956; hence, not applicable.

(vi) Company has not accepted any public deposits during the year in contravention to the provisions of section 58A and 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

(vii) In our opinion, the company has an internal audit system commensurate with the size and nature of its business.

(viii) In our opinion and according to information and explanations givon to us, the maintenance of cost records, under section 209(1 )(d) of the Companies Act, 1956 has not been prescribed for the company.

(ix) (a) According to the information and explanations given to us, Provident Fund, Investor Education and Protection " Fund, Employees’ State Insurance, Wealth Tax, Custom Duty, Excise Duty, etc. as referred are not applicable to the Company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months, from the date they became payable.

(c) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months, from the date they became payable.

(x) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions or bank.

(xi) In our opinion and 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.

(xii) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society.

(xiii) In cur opinion, and according to the information and explanations given to us the company is not in the business of dealing or trading in shares, securities, debentures and other investments.

(xiv) In our opinion and according to the information and explanations given to us the company has not given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company

(xv) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we are of the opinion that no short-term funds have been utilized for long term investments. Further no long term funds have been used to finance short term assets, except working capital.

(xvi) According to the information and explanations given to us, the company has not made any preferential allotment of shares during the year.

(xvii) The company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of Public Issue during the year.

(xix) To the best of our knowledge & belief and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For VBR & Associates

CHARTERED ACCOUNTANTS

Firm''s Registration No. 013174N

Sd/-

Vijay Bansal

Place: Delhi Partner

Date: 02.09.2010 Membership No. 88744