To The Members of 
                        NE Cables Limited  | 
                    
                     
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                      | We have audited the attached 
                        Balance Sheet of NE Cables Ltd as at 31st March 2010 and 
                        the Profit & Loss Account and Cash Flows for the year 
                        ended 31.03.2010. 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.  | 
                    
                     
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                      | We have 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 a test basis, evidence 
                        supporting the amount 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. | 
                    
                     
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                      | We report that : | 
                    
                     
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                      | (I) (i) As required by the 
                        Companies (Auditors' Report) Order 2003, as amended, issued 
                        by Central Government in terms of Section 227(4A) of the 
                        Companies Act,1956, and on the basis of such checks of 
                        the books and records of the company as we considered 
                        appropriate and according to the information and explanations 
                        given to us, we enclose herewith in the annexure a Statement 
                        of the matter specified therein. | 
                    
                     
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                      | (ii) (i) We have obtained all 
                        the information and explanations which to the best of 
                        our knowledge and belief were necessary for the purpose 
                        of audit. | 
                    
                     
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                      | (iii)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 books of accounts | 
                    
                     
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                      | (iv) The Balance Sheet and 
                        Profit & Loss Account dealt with by this report are in 
                        agreement with the books of accounts. | 
                    
                     
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                      |  (v) Balance Sheet and Profit 
                        & Loss Account have been prepared in due compliance of 
                        Accounting Standards referred to in sub section(3C) of 
                        Section 211 of Companies’ Act 1956. | 
                    
                     
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                      | (vi)On the basis of written 
                        representations received from the directors as on 31.03.10 
                        and taken on record by the Board of Directors, we report 
                        that none of the directors of the company is disqualified 
                        for the office of director within the meaning of Section 
                        274(1)(g) of the Companies Act 1956. | 
                    
                     
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                      | vii) In our opinion and according 
                        to information and 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. | 
                    
                     
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                      |  a). In the case of Balance 
                        Sheet of the State of Affairs of the Company as at 31st 
                        March, 2010 and | 
                    
                     
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                      | b).In the case of Profit & 
                        Loss Account, the Loss for the year ended 31st March, 
                        2010. | 
                    
                     
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                      | c). In the case of Profit & 
                        Loss Account, the Loss for the year ended 31st March, 
                        2010 and | 
                    
                     
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                         For G Basu & Co. 
                          Chartered Accountants 
                          R. No :- 301174E  
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                       (MANOJ KUMAR DAS) 
                        PARTNER 
                        M. NO. 013783 
                         
                        BASU HOUSE 
                        3, Chowringhee Approach, 
                        KOLKATA - 700 072 
                         
                        Dated: 23rd day of April’2010  | 
                    
                     
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                         Annexure to the auditors’ report 
                           
                          as referred to in para I of the said report of even 
                          date 
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                      |  1). The Company has maintained 
                        proper records showing full particulars including quantitative 
                        details and situation of fixed assets in respect of all 
                        its locations.  | 
                    
                     
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                      | 2). The fixed assets have been 
                        physically verified by the Management as applicable at 
                        all locations at reasonable intervals. No material discrepancies 
                        between book records and the physical inventories have 
                        been noticed on such verification. | 
                    
                     
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                      | 3). Fixed Assets disposed of 
                        during the year has not been substantial enough to affect 
                        the going concern of the company.  | 
                    
                     
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                      | 4). The inventories have been 
                        physically verified at reasonable intervals by the management 
                        as applicable. | 
                    
                     
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                      | 5). 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. | 
                    
                     
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                      | 6). On the basis of our examination 
                        of the records of inventory, we are of the opinion that 
                        the Company is maintaining proper records of inventory. 
                        The discrepancies noticed on verification between the 
                        physical stocks and book records were not material and 
                        have been properly dealt with in the books of account. | 
                    
                     
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                      | 7).The Company has not granted 
                        any Loans secured or unsecured to any Company, Firm and 
                        Other party covered in the register maintained in pursuance 
                        to section 301 of the Act 1956.  | 
                    
                     
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                      | 8). The company has not obtained 
                        any loan, secured or unsecured , from any company ,firm 
                        other party covered in the register maintained under section 
                        301of the Act.  | 
                    
                     
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                      | 9). In our opinion and according 
                        to the information and explanations given to us there 
                        is an adequate internal control system commensurate with 
                        the size of the Company and the nature of its business 
                        for purchase of inventory and fixed assets and on the 
                        sale of goods and services. During the course of our audit 
                        no major weakness has been noticed in the internal control 
                        system. We have not observed any failure on the part of 
                        the Company to correct major weakness in internal control 
                        system. | 
                    
                     
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                      | 10. a). Based on audit procedures 
                        applied by us and according to the information and explanations 
                        provided by the management, we are of the opinion that 
                        the transactions that need to be entered into the register 
                        maintained under section 301 of Companies Act, 1956 have 
                        been so entered. | 
                    
                     
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                      | b). According to information 
                        and explanations given to us, the transactions made in 
                        pursuance of contracts or arrangements entered in the 
                        registers maintained under section 301 of the Act during 
                        the year have been made at prices which are reasonable 
                        having regard to prevailing market prices at the relevant 
                        time. | 
                    
                     
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                      | 11) This Clause is not applicable 
                        to the Company as the Company has not accepted any deposits. | 
                    
                     
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                      | 12) In our opinion the Company 
                        has an internal audit system commensurate with the size 
                        of the company and nature of its business.  | 
                    
                     
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                      |  13) This Clause is not applicable 
                        to the Company, as the Company has not Yet started production. 
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                      | 14. a) According to information 
                        and explanations given to us the Company is depositing 
                        with appropriate authorities undisputed statutory dues 
                        including provident fund, investor education and protection 
                        fund, employees state insurance, income tax, sales tax, 
                        service tax, wealth tax, custom duty, excise duty, cess 
                        and other statutory dues to the extent applicable to it. 
                        There has been no arrear of outstanding statutory dues 
                        on these accounts which have been outstanding for more 
                        than six months on the date of balance sheet from the 
                        date they became payable. | 
                    
                     
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                      | b). Contingent dues on account 
                        of Sales Tax / Income Tax / Excise Duty / Entry Tax disputed 
                        by the Company and not being paid, vis-a-vis forums where 
                        such disputes are pending are mentioned below: | 
                    
                     
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                                 Nature of 
                                  the Statute 
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                                 Nature of 
                                  Due 
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                                 Amount (Rs/Lacs) 
                                   
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                                 Forum where 
                                  dispute is pending 
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                                 Sales Tax 
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                                 Sales Tax 
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                                 NIL 
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                                 N.A 
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                                 Central Excise 
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                                 Central Excise 
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                                 NIL 
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                                 N.A 
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                                 Income Tax 
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                                 Income Tax 
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                                 NIL 
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                                 N.A 
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                      | There has been no contingent 
                        dues on account of wealth tax, custom duty, service tax, 
                        cess or other statutory dues which have not been paid 
                        on account of dispute. | 
                    
                     
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                      | 15). Accumulated loss of the 
                        Company is less than fifty percent of its net worth. The 
                        Company has sustained cash loss during the year and sustained 
                        cash loss in the preceding year. | 
                    
                     
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                      | 16). The Company has not taken 
                        any loans from Banks or Financial Institutions. | 
                    
                     
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                      | 17). The Company has not granted 
                        any loans and advances on the basis of security by way 
                        of pledge of shares ,debentures or other securities. However 
                        loans granted to employees are generally secured by mortgage/ 
                        hypothecation of assets for which adequate records / documents 
                        are maintained. | 
                    
                     
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                      | 18). The Company has maintained 
                        proper records of transaction of Shares, Debentures and 
                        other investments dealt in by it and timely entries have 
                        been made therein .Investments are held in Company’s own 
                        name . | 
                    
                     
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                      | 19). This Clause is not applicable 
                        to the Company ,as the Company has not given any guarantee 
                        on behalf of any other Company  | 
                    
                     
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                      | 20). The Company has not taken 
                        any Term Loan. | 
                    
                     
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                      | 21). This Clause is not applicable 
                        to the Company, as the Company has not taken any Short 
                        Term Loan during the year . However the company has repaid 
                        the interest free loan earlier taken from the ultimate 
                        Holding Company during the year. | 
                    
                     
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                      | 22). This Clause is not applicable 
                        to the Company, as the Company has not allotted any shares 
                        during the year. | 
                    
                     
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                      | 23). This Clause is not applicable 
                        to the Company, as the Company has not created any charge 
                        of its assets for issue of debentures. | 
                    
                     
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                      | 24). Based upon the audit procedures 
                        performed and information and explanations given by the 
                        management, we report that no fraud on or by the Company 
                        has been noticed or reported during the course of our 
                        audit. | 
                    
                     
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                      | 25). Other clauses of the order 
                        are not applicable to the Company. | 
                    
                     
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                         For G Basu & Co. 
                          Chartered Accountants 
                          R. No :- 301174E  
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                      BASU HOUSE 
                        3, Chowringhee Approach, 
                        KOLKATA - 700 072 
                         
                        Dated, the 23rd day of April, 2010  | 
                    
                     
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                         Manoj Kumar Das  
                          (Partner)  
                          Membership No – 013783  
                           
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