Auditor Report of Sindu Valley Technologies Ltd.

Mar 31, 2009

We have audited the attached Balance sheet of SINDU VALLEY TECHNOLOGIES.LTD. as at 31st March 2009 and also the Profit & Loss Account 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 statement. 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.

As required by the companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub section (4A) of section 227 of Companies Act, 1956, we give in the Annexure, a Statement on the matter specified in paragraphs 4 & 5 of the said order.

Further to our comments in the Annexure referred to 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 purpose of our audit;

(ii) In our opinion, the company has kept proper books of accounts as required by law so far as appears from our examination of those books.

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

(iv) In our opinion, the Balance Sheet and Profit & Loss Account 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 term of clause (g) of sub-section (1) 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 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:-

(a) in the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2009 and

(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date.

(c) In the 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 on the Accounts for the year ended 31st March 2009 of SINDU VALLEY TECHNOLOGIES. LTD.

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

b. All the assets have been physically verified by the Management during the year. No material discrepancies were noticed on such verification.

c. During the year, fixed assets of the company having the effect on going concern has not been disposed off.

(ii) The clause related to inventory is not applicable to the company

(i) (a) The Company had taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956 which is not prejudicial to the interest of the company. The aggregate maximum amount involved Rs.27000/- and outstanding balances in these transactions is Rs.27000/-. The company has not given loans & advances to parties covered in the register maintained under section 301 of the Companies Act, 1956. The company had taken loans from directors.

(b) In our opinion, the rate of interest and other terms and condition on which loans have been taken from to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(c) The company is regular in repaying the principal amounts as stipulated and has regular in the payment of interest.

(d) There is no overdue amount of loans taken from to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(ii) 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 the nature of its business with regard to the purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit we have not observed any continuing failure to correct major weakness in internal controls.

(iii) (a) According to the information and explanations given to us, we are of the opinion that there were no transactions that need to be entered into the register maintained under section 301 of the Companies Act 1956 . Hence clause (b) is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the company has not accepted the deposits from the public.

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

(vi) The company is not covered under section 209(l)(d) of the Companies Act, 1956 in respect of maintenance of cost records.

(vii) (a) The company is generally regular in depositing with appropriate authorizes undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it. (b) According to the information and explanation 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 31.3.2009 for a period of more then six months from the date they became payable.

(viii) In our opinion, the accumulated losses of the company are more than fifty percent of its net worth. The company has earned cash profit during the financial year covered by our audit and profit immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not taken any loans from a financial institution bank or debenture holders.

(x) In our opinion and 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 & other securities.

(xi) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) order, 2003are not applicable to the company.

(xii) 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 (Auditor's Report) Order, 2003 are not applicable to the company.

(xiii) In our opinion and according to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xiv) In our opinion and 'according to the information and explanations given to us, the company has not raised term loans during the year under audit.

(xv) According to the information and explanations 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 investment. No long-term and have been used to finance short-term assets .

(xvi) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the year.

(xvii) According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

(xviii) The Company has not raised any money from a public issue.

(xix) 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 the audit.

For Sanklecha & Co. *

Chartered Accountants

(Vipin Sanklecha)

Partner Membership No. 101710 Place: - MUMBAI

Date:22nd June 2009