Auditor Report of Acrow India Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Acrow India Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act 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 affairs of the Company as at March 31, 2015;

2. in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

3. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no.28 to the financial statements;

ii. The Company did not have any foreseeable losses on long-term contracts including derivative contracts.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE REFERRED TO IN THE AUDITOR''S REPORT TO THE MEMBERS OF ACROW INDIA LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2015

1. a. The company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

b. As explained to us, the fixed assets have been physically verified by the management at year end, 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

2. a. As explained to us, the inventories were 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 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 explanations given to us, the company is maintaining proper records of inventories and no material discrepancies were noticed on physical verification as compared to the record of inventories.

3. The company has granted unsecured interest-bearing loan to One Company covered in the register maintained under section 189 of the Companies Act, 2013.The amount outstanding at the year end is Rs. 530 lacs. According to information and explanation given to us, principal is repayable on demand. During the year, the said loan has been renewed. Interest has been received as per terms of loan. There are no overdues as on March 31,2015.

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 the nature of its business for the purchase of inventories and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in the internal control system.

5. The Company has not accepted any deposits from the public during the year.

6. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the Cost records under Section 148(1) of the Act and we are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained.

7. a. According to the records maintained by the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues where applicable.

According to the information and explanations given to us, no undisputed amounts in respect of the aforesaid statutory dues were in arrears, as at 31st March, 2015, for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us, the following disputed statutory dues on account of Wealth Tax, Employee State Insurance Fund and Service Tax have not been deposited with the appropriate authorities:

Nature of dues Amount not Period to which Forum where dispute deposited the amount is pending in relates (Rs.In lacs)

Wealth Tax 15.43 1999-2000 Commissioner of Wealth Tax (Appeals), Mumbai

Employee State 5.08 1986-1988 Divisional Insurance Fund Industrial Court, Mumbai

Service Tax 0.98 Aug''12 to Appellate Commission Mar''14 er, Nagpur

c. According to the information and explanations given to us and the records of the company, there are no amounts which are required to be transferred to investor education and protection fund.

8. The Company does not have accumulated losses at the end of the financial year. The company has not incurred cash loss during the financial year and has incurred cash loss of Rs 38.70 lacs in the immediately preceding financial year.

9. On the basis of verification of records and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to Banks. The company has not taken any loan from any financial institution or by way of issue of debentures.

10. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institution.

11. The Company has not raised any term loans from banks and financial institutions during the year.

12. According to the information and explanations given to us and based on audit procedures performed and representations obtained from the management, we report that no fraud on or by the company, has been noticed or reported during the year under audit.

For V. SANKAR AIYAR & CO Chartered Accountants (Firm''s Regn No. 109208W)

Place: Mumbai Date: 29th May, 2015

(Arvind Mohan) Partner Membership No. 124082

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of Acrow India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements and give true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards of Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

As audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control revelant to Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

c) In the case of Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matter

We draw your attention to Note No. 33 regarding going concern. Our opinion is not qualified in respect of this matter. Report on Other Legal and Regulatory Requirements

1. 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: f

(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 those books and proper returns adequate for the purpose of our audit have been received from branches not visited by us.

(c )The Balance Sheet, Statement of Profit & Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches not visited by us.

(d) In our opinion, the Balance Sheet, Statement Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the Directors of the Company as at March 31,2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014 from being appointed as Director in terms of clause {g} of sub section {1} of section 274 of the Companies Act, 1956.

Annexure to Auditors'' Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Acrow India Limited for the year ended 31st March, 2014)

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 at year end, 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, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory :

a. The stock of finished goods and raw material has been physically verified during the year by the Management. The Company has a perpetual inventory system in respect of stores and spare parts. In our opinion, the frequency of verification is reasonable.

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 were reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

3. In respect of Loans :

a. The company has not taken any loans secured or unsecured from any party covered in the register maintained under section 301 of the Act.

b. The company has granted unsecured interest-bearing loan to one company covered in the register maintained under section 301 of Companies Act, 1956 by renewal of existing loan amounting to Rs. 215 lacs during the year. This along with existing loan has a maximum outstanding balance of Rs. 495 lacs and year end balance of Rs. 485 Lacs.

c. According to information and explanations given to us, rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

d. According to information and explanations given to us, principal is repayable on demand. During the year, the said loan has been renewed. Interest has been received as per terms of the loan.

e. There are no over dues as on March 31, 2014.

4. In our opinion and according to the information and explanations given to us, having regard to the explanation that purchase of certain items of inventory and fixed assets are for the Company''s specialized requirements, and similarly, certain goods sold are for the specialized requirements of the buyers and suitable alternate source are not available to obtain comparable quotations, there is generally adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. In our opinion, and according to the information and explanations given to us , we have not observed any major weakness during the course of audit.

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 particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements in excess of Rs.5 lacs, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from public. Accordingly, clause 4(vi) of the Order is not applicable to the company.

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

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the Cost records under Section 209(1 )(d) of the Act and we are opinion that prima-facie, the prescribed accounts and records have been made and maintained.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of tried aforesaid dues were outstanding as at 31 st March , 2014 for a period of more than six months from the date of becoming payable except in case of Profession Tax Rs. 7,525/- on wage arrears. These have been paid as on the date of our report.

b According to the information and explanations given to us, the following disputed statutory dues on account of Wealth Tax, Employee State Insurance Fund and Income Tax have not been deposited with the appropriate authorities:

Nature of dues Amount Period Forum where dispute is pending in lacs to which the amount relates

Wealth tax 15.43 1999 - 2000 Commissioner of Wealth tax (Appeals), Mumbai.

Employee State 5.08 1986 - 1988 Divisional Industrial Court, Mumbai Insurance Fund

10.The accumulated losses at end of the financial year are not less than fifty percent of its net worth. The company has incurred cash loss of Rs. 38.70 Lacs during the year and has not incurred cash loss during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks and financial institutions.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, clause 4(xiii) of the Order does not apply.

14. The Company has not traded in securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order does not apply.

15. In our opinion and according to information and explanations provided to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not raised any loans from banks and financial institutions during the year. Accordingly, clause 4(xvi) of the Order does not apply.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, no funds raised on short-term basis have prima facie, been used during the year for making long-term investments.

18. During the year, 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. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order does not apply.

20. The Company has not raised any money by way of public issue during the year. Accordingly, clause 4(xx) of the Order does not apply.

21. According to the information and explanations given to us, and based on audit procedures performed and representations obtained from the management, we report that no material fraud on or by the Company, has been noticed or reported during the year under audit.



For V. Sankar Aiyar & Co.

Chartered Accountants

Firm Regn No: 109208W

Arvind Mohan

Place: Mumbai Partner

Dated: Date: 8th May 2014 M. No. 124082

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Acrow India Limited ("the Company"). which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements'' Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

As audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to Company''s'' preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act 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 Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

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

c) in the case of Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, 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 those books;

(c )The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss Account and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

(e) On the basis of written representation received from the Directors of the Company as on March 31, 2013 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause {g} of sub section {1} of section 274 of the Companies Act, 1956;

Annexure to Auditor''s Report

(Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Acrow India Limited for the year ended 31st March, 2013)

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that :

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 at the year end, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory :

a. The stock of finished goods and raw material has been physically verified during the year by the Management. The Company has a perpetual inventory system in respect of stores and spare parts. In our opinion, the frequency of verification is reasonable.

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 were reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

3. a. The company has not taken any loan secured or unsecured from any party covered in the register maintained under section 301 of the Act.

b. The company has granted unsecured interest-bearing loan to one company covered in the register maintained under section 301 of Companies Act, 1956 by renewal of existing loan amounting to Rs. 90 lacs during the year. This along with existing loan has an maximum outstanding balance of Rs. 270 lacs and yearend balance of Rs. 270 lacs.

c. According to information and explanation given to us, rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

d. According to information and explanation given to us, principle is repayable on demand. During the year, the said loan has been renewed. Interest has been received as per terms of loan.

e. There are no overdue as on March 31, 2013.

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 the nature of its business for the purchase of inventories, fixed assets and also for the sale of goods and services. In our opinion there is no continuing failure to correct major weaknesses in 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 particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements in excess of Rs.5 lacs, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any fixed deposits from public. Accordingly, Clause 4(vi) of the Order is not applicable to the company.

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

8. We have broadly reviewed the books of account relating to material, labor and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the Cost records under Section 209(1)(d) of the Act and we are of the opinion that prima-facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the same.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2013 for a period of more than six months from the date of becoming payable.

b According to the information and explanations given to us, the following disputed statutory dues on account of Wealth Tax and Employee State Insurance Fund have not been deposited with the appropriate authorities:

Nature of dues Amount Period to which Forum where dispute is pending Rs. in lacs the amount relates

Wealth tax 15.43 1999 - 2000 Commissioner of Wealth tax (Appeals), Mumbai.

Employee State 5.08 1986 - 1988 Divisional Industrial Court, Mumbai Insurance Fund

10.The Company does not have accumulated losses and has not incurred any cash loss during the year and during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks and financial institutions.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, clause 4(xiii) of the Order does not apply.

14. The Company has not traded in securities, debentures and other investments. Accordingly, clause 4 (xiv) of the Order does not apply.

15. In our opinion and according to information and explanations provided to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not raised any loans from banks and financial institutions during the year. Accordingly, clause 4 (xvi) of the Order does not apply.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, no funds raised on short-term basis have prima facie, been used during the year for making long-term investments.

18. During the year, 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. The Company has not issued any debentures. Accordingly, clause 4 (xix) of the Order does not apply.

20. The Company has not raised any money by way of public issue during the year. Accordingly, clause 4 (xx) of the Order does not apply.

21. According to the information and explanations given to us, and based on audit procedures performed and representations obtained from the management, we report that no material fraud on or by the Company, has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

Firm Regn No: 109208W

Arvind Mohan

Place: Mumbai Partner

Dated: 29th May 2013 M. No. 124082

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Acrow India Limited as at March 31, 2012, and the Profit & Loss Account and Cash Flow Statement for the year ended on that date. 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 the 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 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.

3. 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 ("The Acf), as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 on the basis of the information and explanation given to us, and on the basis of such checks as we considered appropriate, we give in the Annexure, hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 those books.

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

(d) On the basis of written representation received from the Directors of the Company as at March 31, 2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2012 from being appointed as Director in terms of clause {g} of sub section {1} of section 274 of the Companies Act, 1956.

(e) In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub - section (3C) of section 211 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 Significant Accounting Policies and other notes thereon give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

(ii) In so far as it relates to the Profit and Loss Account, of the loss of the Company for the year ended on that date; and

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

Annexure to Auditors ' Report

Referred to In Paragraph 3 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 as per the phased programme of physical verification of fixed assets. As informed to us programme is such that all the fixed assets will get physically verified in two years time which in our opinion is reasonable having regard to the size of the Company and the nature of its fixed assets.

c. In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory :

a. The stock of finished goods and raw material has been physically verified during the year by the Management. The Company has a perpetual inventory system in respect of stores and spare parts. In our opinion, the frequency of verification is reasonable. '

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 were reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

3. a. The company has not taken any loans secured or unsecured from any party covered in the register maintained under section 301 of the Act.

b. The company has granted unsecured loan to 1 company covered in the register maintained under section 301 of Companies Act, 1956 by renewal of existing loan. The maximum balance and year end balance is Rs. 1,80,00,000/-.

a According to information and explanations given to us, rate of interest and other terms and conditions are prima facie not prejudicial to the interest of the company.

d. According to information and explanations given to us, principle is repayable on demand. During the year, the said loan has been renewed. Interest has been received as per terms of loan.

e. There are no overdues as on March 31, 2012.

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 the nature of its business for the purchase of inventories, fixed assets and also for the sale of goods and services. During the course of audit, we have not observed any other continuing goods and services. During the course of audit, we have not observed any other continuing failure to correct major weaknesses 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 particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956, have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements in excess of Rs.5 lacs in respect of any party, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. The Company has not accepted fixed deposits from public. Accordingly, clause (vi) of the Order is not applicable to the company.

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

8. We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the rules made by the Central Government for the maintenance of the Cost records under Section 209(1 )(d) of the Act and we are opinion that prima-facie, the prescribed accounts and records have been made and maintained.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2012 for a period of more than six months from the date of becoming payable.

b According to the information and explanations given to us, the following disputed statutory dues on account of Excise duty, Purchase tax and Income Tax have not been deposited with the appropriate authorities:

Nature of dues Amount Period Forum where dispute is pending not deposited to which in Rs. In lacs the amount relates

Wealth tax 15.43 1999 - 2000 Commissioner of Wealth tax (Appeals) Mumbai.

Employee State 5.08 1986- 1988 Divisional Industrial Court, Mumbai Insurance Fund

10.The Company does not have accumulated losses as per the Balance Sheet as the end of the financial year. The company has not incurred any cash loss during the year and during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly, clause (xiii) of the Order does not apply.

14. The Company has not traded in securities, debentures and other investments. Accordingly, clause (xiv) of the Order does not apply.

15. In our opinion and according to information and explanations provided to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The company has not raised any loans from banks and financial institutions during the year. Accordingly, clause (xvi) of the Order does not apply.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, funds raised on short-term basis have, prima facie, not been used during the year for making long-term investments.

18. During the year, 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. The Company has not issued any debentures. Accordingly, clause (xix) of the Order does not apply.

20. The Company has not raised any money by way of public issue during the year. Accordingly, clause (xx) of the Order does not apply.

21. According to the information and explanations given to us, and based on audit procedures performed and representations obtained from the management, we report that no material fraud on or by the Company, has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants

Place: Mumbai Firm Regn No: 109208W

Dated: August 10,2012,

Arvind Mohan

Partner

M. No. 124082

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Acrow India Limited as at March 31, 2010 and the Profit & Loss Account and Cash Flow Statement for the year ended on that date. 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 the 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 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.

3. 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, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 on the basis of the information and explanation given to us. and on the basis of such checks as we considered appropriate, we give in the Annexure, hereto a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 those books.

(c) The Balance Sheet and Profit & Loss Account referred in 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 mandatory Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act. 1956.

(e) On the basis of written representation received from the Directors of the Company as at March 31, 2010 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31. 2010 from being appointed as Director in terms of clause {g j 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 Significant Accounting Policies and other 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 so far as it relates to the Balance Sheet, of the state of affairs of the Company as at March 31, 2010:

(ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date: and

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

ANNEXURETO AUDITORSREPORT OF ACROWINDIA LIMITED (Referred to in paragraph 3 of 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 at the year end, 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, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of inventory;

a. The stock of finished goods and raw material has been physically verified during the year by the Management. The Company has a perpetual inventory system in respect of stores and spare parts. In our opinion, the frequency of verification is reasonable.

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 were reasonable and adequate in relation to the size of the Company and nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material having regard to the size of the operations of the Company.

3. In respect of loans, secured or unsecured, granted/taken to/ from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and explanations given to us:

a. The company has not granted any loans during the year. At the year end, the outstanding balance of loans already given to one company aggregate to Rs. 100 Lacs and the maximum amount outstanding during the year amounted to Rs 100 Lacs.

b. The rate of interest and other terms and conditions of such loan is, in our opinion, prima facie not prejudicial to the interest of the company.

c. The recovery and payment of principal amounts and interest have been regular as stipulated.

d. There are no overdue amounts of over Rs. 1 lac remaining outstanding as at the year end.

e. The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

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 the nature of its business for the purchase of inventories, fixed assets and also for the sale of goods and services. In our opinion there is no continuing failure to correct major weaknesses in 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 particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956. have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements in excess of Rs.5 lacs, have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time .

6. The Company has not accepted any deposits from the public. Accordingly Clause 4(vi) of the Order does not apply.

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

8. Central government has not prescribed any maintenance of cost records. Accordingly Clause 4(viii) of the Order does not apply.

9. In respect of the statutory dues:

a. According to the records of the Company, undisputed statutory dues including, Investor Education and Protection Fund. Income Tax, Wealth Tax, Service Tax. Customs Duty, Excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authorities. According to the information and explanations given to us. no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31" March, 2010 for a period of more than six months from the date of becoming payable.

b. According to the information and explanations given to us, the following disputed statutory dues on account of Wealth Tax, Employee State Insurance Fund and Income Tax have not been deposited with the appropriate authorities:



Nature of dues Amount Period to which Forum where dispute is in lacs the amount relates pending

Wealth Tax 15.43 1999-2000 Commissioner of Wealth Tax (Appeals), Mumbai

Employee State 5.08 1986-1988 Divisional Industrial Court. Insurance Fund Mumbai

Income Tax 2.67 2006-2007 Commissioner of Income Tax (Appeals)



10. The Company has does not have accumulated losses and has not incurred any cash loss during the year and during the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to banks and financial institutions.

12. In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a Nidhi / mutual benefit fund / society. Accordingly. clause 4(xiii) of the Order does not apply.

14. The Company has not traded in securities, debentures and other investments. Accordingly, clause 4(xiv) of the Order does not apply.

15. In our opinion and according to information and explanations provided to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. No term loans have been taken during the year by the company. Accordingly, clause 4(xvi) of the Order does not apply.

17. According to the information and explanations given to us, and on an overall examination of the Balance Sheet of the company, no funds raised on short term basis have prima facie, been used during the year for making long term investments.

18. During the year, 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. The Company has not issued any debentures. Accordingly, clause 4(xix) of the Order does not apply.

20. The Company has not raised any money by way of public issue during the year. Accordingly clause 4(xx) of the Order does not apply.

21. According to the information and explanations given to us, and based on audit procedures performed and representations obtained from the management, we report that no material fraud on or by the Company, has been noticed or reported during the year under audit.

For V. Sankar Aiyar & Co.

Chartered Accountants FirmRegnNo. 109208W

Arvind Mohan Partner M.No. 124082

Place Mumbai Date: July 27,2010