Auditor Report of Wilwayfort India Ltd.

Mar 31, 2009

We have audited the attached Balance Sheet of WILWAYFORT INDIA LIMITED as at 31st March 2009 and also the annexed Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys 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 from 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.

1. As required by the Manufacturing and other Companies (Auditors Report) order, 2003 issued by the Company Law Board in term of Section 227 (4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

a. We have obtained all 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 it appears from our examination of such books.

c. The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the bocks of accounts.

d. In our opinion the Balance Sheet & Profit & Loss Account are drawn up in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representations received from the directors 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.

f. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with other notes in Schedule-XVI give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

i. In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2009.

ii. In the case of Profit & Loss Account of the Loss for the year ended on that date.

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

Annexure referred to In paragraph 1 of the Auditors Report to the members of WILWAYFORT INDIA LTD. On the accounts for the year ended March 31st, 2009.

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

(b) As per the information and explanations given to us Physical verification of fixed assets has been carried out by the Management during the year and no material discrepancy was noticed on such verification. In our opinion the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(c) During the year Company has disposed off substantial / major part of fixed assets ie Lease hold land & Building for final settlement of loan taken from Vijaya Bank and now company is operating in rental premises, therefore going concern status of the Company is effected.

2) (a) As explained to us, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stock, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, 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.

(c) The company has maintained proper records of inventories. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operation of the company and the same have been properly dealt with in the books of account.

3) (i) The Company has not granted any Loan, secured or unsecured to Companies, firms or other parties covered in the register maintained under Section 301 of the Companies act 1956 (ii) In respect of loans, secured or unsecured, taken by the Company from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956, according to the information and explanation given to us

(a) The company has taken unsecured loan from Company, Directors and others Rs. 12,12,500/- from 2 parties in shape of Promoters contribution in accordance with the scheme sanctioned by BIFR. The repayment to parties Rs.2,00,000/- during the year & the outstanding balance 31.3.2009 for Rs.10,12,500/-. The maximum amount involved during the year was Rs. 12,12,500/-

(b) The above loan is interest free loan and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interest of the Company.

(c) No terms and conditions for repayment of the loan are stipulated.

4) 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 purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal controls.

5) In respect of transactions covered under Section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information and explanations given to us, there are no transaction made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and according to the information and explanations given to us, there are no transaction in pursuance of contract or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

6) The company has not accepted any public deposits from the public within in the meaning of Section 58A and 58AA or any other relevant provisions of the Companies Act 1956, and the rules framed thereunder.

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

8) The Central Government has not prescribed maintenance of the cost records under section 209(1 )(d) of the Companies Act, 1956 in respect to the companies products.

9) According to the informations and explanations given to us, in respect of statutory and other dues

(a) The Company has been generally regular in depositing undisputed statutory dues including Provident fund, employees state insurance, income tax, sales-tax, custom duty, excise duty, cess and any other statutory dues wherever applicable with the appropriate authorities during the year. According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues which have remained uutstanding as at 31-03-2009 for a period of more than six months from the date they became payable (except Sales Tax of Rs751974/ (cumulative Rs30,07,112/-) & Entry Tax Rs.2,55,008/- are outstanding as on 31" March, 2009).

(b) The disputed statutory dues, which have not been deposited with the appropriate authorities, are as under._

Name of Nature of Amount Period to which Forum where the Statue the Dues (Rs.) the amount relates dispute is pending Saies Tax Act Sales Tax 340473.00 1996-97 Deputy Commissioner- Appeals (Bharatpur)

(10) (a) The Companys accumulated losses at the beginning and end of the financial year exceed the net-worth of the company and has incurred cash loss during the year and in the immediately preceding financial year. (b) The Company is a Sick Industrial Company within the meaning of clause (0) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provision) Act, 1985. The Company has already filled reference with the BIFR, which has been accepted.

11) According to the information and explanation given to us, the Company has not granted any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities.

12) Clause (13) of the order is not applicable to the company as the company is not a Chit Fund company or Nidhi / Mutual Benefit Fund/ Society.

13) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the companies (Auditors Report) order, 2003 are not applicable to the company.

14) According to the information and explanations given to us, company has not given any guarantees for loans taken by others from bank or financial institutions.

15) According to the information and explanations given to us, no term loan has been raised during the year.

16) According to the information & explanation given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investments.

17) The company has not made any preferential allotment of shares during the year.

18) During the year covered by our audit report the company has not issued secured debentures.

19) The company has not raised any money by public issues during the year covered by our report.

20) As per the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For KPMC & ASSOCIATES Chartered Accountants

Place : Ghaziabad SANJAY MEHRA

Date : 12.08.2009 (Partner)