Auditor Report of Satellite Engineering Ltd.

Mar 31, 2012

We have audited the attached Balance Sheet of Satellite Engineering Ltd. as at 31st March, 2012 and the Profit & Loss Account of the Company 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on 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 the 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 Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we enclose in annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2) Further to our comments in the annexure referred to in paragraph 1 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 account as required by law have been kept by the Company so far as appears from our examination of the books;

(c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion the Balance Sheet and Profit & Loss Account dealt with by this Report are 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 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 accounts read together with the Notes thereon 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 the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012; and

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

ANNEXURE TO AUDITORS' REPORT Referred to in Paragraph 1 of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the fixed assets have been physically verified by the management during the year, 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 physical verification.

c) In our opinion and according to the information and explanations given to us, the Company has not made any substantial disposal during the year and the going concern status of the Company is not affected.

2. In respect of its inventories

a) As explained to us, inventories were physically verified during the year by the management at regular intervals.

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

c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of inventories. As explained to us; there were no material discrepancies noticed on physical verification.

3. In respect of loans, secured or unsecured, granted or taken by the company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a. According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clause 4(iii)(b), (c) and (d) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

b. According to the information and explanations given to us, the Company has taken loans, secured or unsecured, from Companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 of Rs 397,582 during the year under consideration. The maximum amount outstanding at any time during the year is Rs.3,613,191 and the year-end balance is Rs.3,709,573.

c. In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

d. In respect of loans taken by the Company, the loans are interest free and the principal amount is repayable on demand.

e. There is no overdue amount in respect of loans taken by the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets. Further on the basis of our examination of the books and records of the company and according to the information and expiations given to us, we have neither come across nor have been informed of any instances of continuing failure to correct major weakness in the internal control.

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, the transactions 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 have been so entered.

b) 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 rupees Five Lacs in respect of any parties during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there-under.

7. The company does not have formal internal audit system. However the company has adequate internal audit system commensurate with the size and nature of its business.

8. The company is not prescribed by the Central Government to maintain the cost U/s. 209(1) (d) of the companies Act, 1956.

9. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Service Tax, Income Tax, Custom Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were out standing as at 31st March, 2012 for a period of more than six month date of becoming payable.

b) According to the information and explanation given to us, there are no undisputed dues of service tax, Income tax, Custom duty , Cess or any other statutory dues which have not been deposited on account of any dispute.

10. The Company has accumulated losses of Rs. 38,650,838 at the end of the financial year and it has incurred cash losses of Rs. 1,403,590 in the financial year under report and had also incurred cash losses in the immediately preceding financial year.

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 institutions or banks.

12. 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. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, clause 4[xiii] of the companies (Auditors' Report) Order, 2003 is not applicable to the company.

14. The company has no transaction relating to dealing or trading in shares securities, debentures and other investments.

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

16. The company has not raised term loans. Therefore, clause 4(xv) of the companies (Auditors' Report) Order, 2003 is not applicable to the company.

17. According to the information and explanations given to us and 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.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. During the period covered by Audit Report, the company has not issued any debentures. Therefore, a clause 4(xix) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

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

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the management. For M/s.Apaji Amin & Co

Chartered Accountants

T. B. Sethna

Place :Ahmedabad (Partner)

Date :14/08/2012 M. No. 35476

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Mar 31, 2011

1. We have audited the attached Balance Sheet of SATELLITE ENGINEERING LIMITED, as at 31st March 2011 and also the Profit & 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.

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 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 the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

(i) 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;

(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, Profit &. Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) Some of the old items of Plant & Machinery of Kathwada Division were sold during the year at Rs. 4,00,000/-, which is credited to Profit & Loss account as 'Profit on Sale of Machine Parts', in absence of original cost and accumulated depreciation of such machinery/machinery part sold. Due to this accounting treatment, the profit for the year and the depreciation on such sold Plant & Machinery are overstated. The quantification of both these amounts is not ascertainable.

(v) In our opinion, Subject to note no. 1(H) of schedule 21 regarding non- provision of leave encashment and gratuity, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with be accounting standards referred to in Sub Section (3C) of Section 211 of the Co$&0£0stiil&s. Act 1956;

(vi) 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 is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of subsection(l) of Section 274 of the Companies Act,1956.

(vii) In our opinion and to the best of our information and according to the explanations given to us, subject to note no. 1(H) of schedule 21 regarding non-provision of, leave encashment and gratuity as required by AS-15 issued by the Companies (Accounting Standards) Rules, 2006, & 11(7) of Schedule 21 regarding Sale of Asset & the consequential effects on profits of the company and understatement of liabilities(Amount not quantifiable), the said accounts read together with the significant Accounting policies and notes thereon appearing in the schedules of notes forming parts of accounts give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

(a) In case of the Balance Sheet of the state of affairs of the Company as at 31st March 2011

(b) In the case of Profit & Loss Account, of the Profit for the year ended on that date and,

(c) In case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditor's Report.

Referred to in paragraph 3 of our report of even date.

1. (a) On the basis of the information and explanations given to us the company had maintained proper records to show full particulars (other than item-wise depreciation) including Quantitative details and situation of fixed assets. However, the same have not been made available to us for verification as the same are reported to be missing during the course of shifting of records before about four years and therefore, the same requires updation also.

(b) We are informed that the fixed assets have been physically verified by the management once during the year, according to the regular programme of periodical verification in phased manner, which we consider reasonable having regard to the size of the Company and the nature of its assets. In the absence of availability of the fixed assets register as aforesaid, it has not become possible to ascertain the discrepancy, if any.

(C) During the year, no substantial part of Fixed assets has been disposed off which has a bearing on the going concern assumption.

2 (a) As explained to us, the inventories of the company have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verifications of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on such physical verification of inventory as compared to the book records, which were not material, have been properly dealt with in the books of account.

3 (a) The Company has not granted unsecured loan to any party, being the Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from two parties being the parties covered in the register maintained Under section 301 of the companies Act, 1956, involving party wise maximum outstanding amount during the year aggregating to Rs.44,81,77-3/-. The year-end balance of such loans was 7 33,51,773/- from two parties.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of loans taken by the Company is not prima facie, prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanations given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods or services. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) In our opinion and to the best of our knowledge and belief and according to the information and explanations given to us, the Company has entered relevant contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) According to the information and explanation given to us, there were no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, which exceeded Rs 5,00,000/- in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the Provision of section 58A & 58 AA of the Companies Act, 1956.To the best of our knowledge and according to the information and explanations given to us, no order has been passed by Company Law Board or National Company Law Tribunal or any court or other Tribunal in this regard.

7. There was no Internal Audit System during the year.

8. The maintenance of cost records has not been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956 for the business of the company.

9. (a) The company has not been regular in depositing Professional Tax. As on 31st March 2011, following amounts were outstanding for more 6 months.

Particulars Outstanding as on Remarks

31.03.2011 Prof. Tax 7,880/- Outstanding for more than 6 months

(b) Subject to above, in our opinion and according to the information and explanations given to us undisputed statutory dues including Income tax, wealth tax, service tax, customs duty excise duty, cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities. Subject to above there are no undisputed material statutory dues payable, for a period of more than six months from the date they became payable as at 31st March 2011.

(c) In our opinion and according to the information and explanations given to us there are no dues in respect of Income tax, wealth tax, customs duty, service tax, excise duty and cess that have not been deposited on account of any dispute.

10. The company has accumulated losses as at the end of the financial year. However it has not incurred cash losses in the current financial year but incurred cash losses in the immediately preceding financial year.

11. The company has not defaulted in repayment of any dues to financial institutions or banks. There are no debentures.

12. According to the information and explanations given to us the company has granted any loans and advances on the basis of security by way of -A shares, debentures and other securities.

13.The company is not a chit fund or a nidhi /mutual benefit fund/ society and therefore the clause 4(xiii) of the order is not applicable to the company.

14. The company has not undertaken trading activity in shares /units of mutual funds.

15. In our opinion, on basis of information and explanations given to us, short term loan taken by the company from bank has been utilized for the purpose for which the same was obtained.

16. On the basis of an overall examination of the Balance Sheet of the company no funds raised on short-term basis have been used for long-term investment.

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

18. The company has no debentures issued /outstanding during the year. Accordingly no securities are required to be created.

19. The company has not raised any money through a public issue during the year.

20. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For PRADEEPKUMAR H. SHAH & Co. CHARTERED ACCOUNTANTS REGN. NO. 108023W

Place: Ahmedabad PRADEEP H. SHAH

Date : 11.08.2011 (PROPRIETOR)

MEMBERSHIP NO. 026930

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Mar 31, 2009

1.We have audited the attached Balance Sheet of SATELLITE ENGINEERING LIMITED, as at 31st March 2009 and also the Profit & Loss Account and the Cash Flow Statement 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.

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 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 the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides reasonable basis for our opinion.

3.As required by the Companies (Auditors Report) Order 2003 (the Order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956,on the matters specified in paragraphs 4 and 5 the said Order,

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

(i) 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;

(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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) 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;

(v) On the basis of written representations received from the directors, as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of clause (g) of sub section(l) of Section 274 of the Companies Act,1956.

(vi) 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 significant Accounting policies and notes thereon appearing in the schedules of notes forming parts of accounts give the information required by the Companies Act, 1956, in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.

(a) In case of the Balance Sheet of the state of affairs of the Company as at 31st March 2009

(b) In the case of Profit & Loss Account, of the loss for the year ended on" that date and,

(c) In case of cash flow statement, of the cash flows for the year ended on that date.

Annexure to the Auditors Report. Referred to in paragraph 3 of our report of even date.

1. (a) On the basis of the information and explanation given to us the company had maintained proper records to show full particulars (other than item-wise depreciation) including Quantitative details and situation of fixed assets. However, the same have not been made available to us for verification as the same are reported to be missing during the course of shifting of records before about three years and therefore, the same requires updation also.

(b) We are informed that the fixed assets have been physically verified by the management once during the year, according to the regular programme of periodical verification in phased manner, which we consider reasonable having regard to the size of the Company and the nature of its assets. In the absence of availability of the fixed assets register as aforesaid, it has not become possible to ascertain the discrepancy, if any.

(C) During the year, no substantial part of Fixed assets has been disposed off which has a bearing on the going concern assumption.

2 (a) As explained to us, the inventories of the company have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information.and explanations given to us, the procedures of physical verifications of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories. The discrepancies noticed on such physical verification of inventory as compared to the book records, which were not material, have been properly dealt with in the books of account.

3 (a) The Company has not granted unsecured loan to any party, being the Companys, firm or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loans from two parties being the parties covered in the register maintained Under section 301 of the companies Act, 1956, involving partywise maximum outstanding amount during the year aggregating to Rs.30,05,309/-. The year-end balance of such loans was Rs.30,05,309/- from two parties.

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of loans taken by the Company is not prima facie, prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us there is an adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and for the sale of goods or services. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal control.

5. (a) In our opinion and to the best of our knowledge and belief and according to the information and explanation given to us, the Company has entered relevant contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956.

(b) According to the information and explanation given to us, there were no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, which exceeded Rs 5,00,000/- in respect of any party during the year.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of the Provision of section 58A & 58 AA of the Companies Act, 1956.To the best of our knowledge and according to the information and explanations given to us, no order has been passed by Company law Board or National Company Law Tribunal or any court or other Tribunal in this regard.

7. There was no internal Audit system during the year.

8. The maintenance of cost records has not been prescribed by the central Government under section 209(l)(d) of the Companies Act, 1956 for the business of the company.

9. (a) Unpaid dividend of Rs 44,275/- & Rs 42,650/- for the year 1997-98 & 1998-99 respectively lying with the Vijaya Bank in Unclaimed dividend account has not been deposited with Investor Education & Protection Fund till due to dispute with the said Bank. The unpaid dividend amount of Rs. 44,275/- has since been deposited on 13th May 2009, with Investor Education & Protection Fund.

(b) The company has not been regular in depositing Provident Fund dues; Employees State Insurance dues, sales tax, Excise duty and Professional Tax. As on 31st March 2009, following amounts were outstanding for more than 3 to 6 months.

Particulars Outstanding as on Remarks 31.03.2009 (Rs)

Provident fund 42,470 Outstanding for more than 3 to 6 months.

ESI 3,176 -do-

Sales Tax - VAT; 34,449 -do-

Sales Tax - CST 20,510 -do-

Excise duty 4,695 -do-

Prof. Tax 5,000 -do-

Further, in one case the Company has neither deducted nor contributed Provident Fund to Provident Fund authorities. The Company also has not deducted and deposited Professional Tax in one case.

(c) Subject to above, in our opinion and according to the information and explanations given to us undisputed statutory dues including Income tax, wealth tax, service tax, customs duty excise duty, cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities. Subject to above there are no undisputed material statutory dues payable, for a period of more than six months from the date they became payable as at 31st March 2009.

(d) In our opinion and according to the information and explanation given to us there are no dues in respect of Income tax, wealth tax, customs duty, service tax, excise duty and cess that have not been deposited on account of any dispute.

10. The company has accumulated losses as at the end of the financial year and has incurred cash losses in the current financial year as well as in the immediately preceeding financial year.

11. The company has not defaulted in repayment of any dues to financial institutions or banks. There are no debentures.

12. According to the information and explanation 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.

13.The company is not a chit fund or a nidhi /mutual benefit fund/ society and therefore the clause 4(xiii) of the order is not applicable to the company.

14. The company has not undertaken trading activity in shares /units of mlitual funds.

15. In our opinion, on basis of information and explanations given to us, short term loan taken by the company from bank has been utilized for the purpose for which the same was obtained.

16. On the basis of an overall examination of the Balance Sheet of the company no funds raised on short-term basis have been used for long-term investment.

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

18. The company has no debentures issued /outstanding during the year. Accordingly no securities are required to be created.

19. The company has not raised any money through a public issue during the year.

20. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For & On Behalf of Place: Ahmedabad PRADEEPKUMAR H. SHAH & Co.

Date : 30/06/2009 CHARTERED ACCOUNTANTS

SD/- PRADEEP H. SHAH (PROPRIETOR) MEMBERSHIP NO. 026930