We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require us to 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 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 and report that:

1. As required by the Companies (Auditors5 Report) Order 2003 as amended Companies (Auditors' Report) (Amendment) Order 2003 by issued by the Central Government of India, in terms of sub- section (4A) of section 227 the Companies Act, 1956. We enclose in the annexure a statement on die matters specified in paragraph 4 & 5 of the said order and to the extend as applicable on the company.

2. 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) hi our opinion, the company has kept proper books of account as required by law so far as appears from our examination of those books & records.

c) The Balance Sheet and the 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 comply with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956 except AS-22 & AS-15

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.

3.With out qualifying your opinion, we draw attention to the following:

i) Note No. 2(1)(c) wherein no adjustment has been made in these financial statement on account of profit or loss or even diminution in the assets, or increase in liability if any, of the subsidiary company at USA.

Subject to Point 2(d) above, 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.

1. in the case of the Balance Sheet, of the state of the company's affairs as at 31st March, 2012 and

2. in the case of the Profit & Loss Account, of the PROFIT for the year ended on that date and

Annexure to the Auditor's Report to the shareholders of Ideal Carpets Limited as referred to in paragraph I of our report even date on the accounts for the year ended on 31st March 2012.

i) a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets of the company have been physically verified during the year by the management and no material discrepancies between the book records and the physical verification have been noticed.

c) In our opinion and according to the information & explanations given to us, substantial part of fixed assets has not been disposed off during the year.

ii) a) The stock of finished goods, stores, spare parts, raw materials and shares & stocks of the company at all its location have been physically verified by the management. In our opinion, the frequency of verification is reasonable.

b) In our opinion, the procedure of physical verification of stocks followed by the management is reasonable and adequate in relation to the size of the company and nature of its business.

c) The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) The Company has not taken unsecured loans from companies, firm or other patties listed in the register maintained under section 301 of the Companies Act, 1956. The company has not granted unsecured loans/advances to companies, firms or other parties listed in the register maintained under section 301.

iv) In our opinion and according to the information and explanations given to us during the course of audit there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods. Further on the basis of our examination of the books and records of the Company and according to the information and explanation given to us, we have neither come across, nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control procedures.

v) a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into 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 transaction of purchase of goods and materials and sale of goods, materials and services 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 lakh in respect of any party, during the year have been made at prices which are reasonable having regard to the prevailing market prices for such goods, materials or services or the prices at which the transactions for similar goods or services have been made with other parties.

vi) 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 section 58 A and 58AA of the Companies Act, 1956 and rules framed there under.

vii) As explained to us, the company has an internal audit system, which in our opinion is adequate.

viii) To the best of our knowledge and as explained, the Central Govt, has prescribed maintenance of the cost record u/s 209(1)(d) of the Companies Act, 1956 for the products of the Company and the same is under compilation.

ix) a) According to the records of the company 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 have been in general regularly deposited with the appropriate authorities. However, there are some delays in depositing Provident Fund money of employees.

b) According to information and explanations given to us and records of the Company examined by us these are no dues of Sales Tax, income Tax, Customs duty and Wealth tax that have not been deposited on account of any dispute.

x) The company has no accumulated losses as at 31st March 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

xi) According to records of the company examined by us and the information and explanation given to us, the company not defaulted in repayment of dues to any bank or financial institution.

xii) 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.

xiii) The provisions of any special statue applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

xiv) In our opinion, the company has not entered into any transaction of sale or, purchase of investments during the year. Further, the shares, securities, debentures and other securities have been held by the Company in its own name.

xv) In accordance with the information and explanations given to us, the Company has not given any guarantees for loans taken toy others from banks or financial institutions.

xvi) In our opinion, the term loans taken by the Company have been applied for the, purpose for which they have been obtained.

xvii) On the basis of an overall examination of the balance sheet of the Company in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investments, and vice versa.

xviii) 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 during the year.

xix) The Company has not raised any money by issue of debentures during the year.

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

xxi) 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 PRAKASH K PRAKASH

                                       Chartered Accountants

                                       Firm Regn No: 000415N

Place: New Delhi                       Prakash K Gupta

Dated: 03.09.2012                      Partner

                                       Membership No: 080320