Auditor Report of Allied Herbals Ltd.

Mar 31, 2015

1. Report on the Financial Statements

We have audited the accompanying financial statements of ALLIED HERBALS LIMITED (formerly known as Rajdhani Leasing & Industries Limited), which comprise the Balance Sheet as at 31st March 2015, 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.

2. 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 Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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

3. 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 there under.

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.

4. Emphasis of Matter

We draw attention to the following matters in the Notes to the financial statements:

i. The company has not complied with the listing requirements of clause 47(a) in respect of the appointment of Company Secretary to act as Compliance Officer of the company as defined in the listing agreement with Bombay Stock Exchange.

ii. The company has not complied with provisions of section 149(1) of the Companies Act 2013 and the Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of appointment of women director in the company.

iii. The company has not complied with the provisions of Section 203 of the Companies Act 2013 and Rule 8 Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect appointment of key managerial personnel (CEO/MD/Manager, CS, WTD, CFO) in the company.

iv. The company has not complied with provisions of section 177 of the Companies Act 2013 read with Rule 6 of Companies (Meetings of Board and its Powers) Rules, 2014 in respect of constitution of Audit committee.

v. The company has not complied with the provisions of section 149 of the Companies Act, 2013 and Rule 4 of Companies (Appointment and Qualification of Directors) Rules, 2014 in respect of appointment of independent director.

vi. The company has not complied with the provisions of section 138 of the Companies Act 2013 and the Companies (Accounts) Rules, 2014 in respect of appointment of internal auditor. Our opinion is not modified in respect of these matters.

5. 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, of the state of affairs of the company as at 31st March 2015 and its "Loss" and its cash flows for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 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, to the extent applicable.

2. As required by section 143(3) of the Companies Act 2013, 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 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 and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone 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 written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 2(j) to the financial statements; and

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

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

1) In respect of its Fixed Assets:

(a) As per the explanation & information given to us, there are no fixed assets in the company; hence provisions of the Clause (i) of paragraph 3 of the order are not applicable to the company.

2) In respect of its inventories:

(a) As per the explanation & information given to us, there have been no any stock held by the company; hence provisions of the Clause (ii) of paragraph 3 of the order are not applicable to the company.

3) In respect of the loans, secured or unsecured, granted by the Company to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013:

(a) As per the information and explanations provided to us, the company has not granted any unsecured loan to any party during the year which is covered in the register maintained under section 189 of the companies Act, 2013. Therefore, the provisions of the Clause (iii)(a), (iii)(b) of paragraph 3 of the order are not applicable to the company.

4) In our opinion and according to information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to expenses incurred and income earned. The activities of the Company do not involve the purchase and 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, except for the matter specified in the Para 4 "Emphasis on Matter" of our Main Audit Report.

5) According to information and explanations provided to us, the Company has not accepted any deposits from the public under Section 73 to 76 or any other relevant provision of the Companies Act, 2013 and the rules made there under during the year.

6) As per information and explanations given to us, Company is not in the business of manufacturing of any products and for the same the Central Government has not prescribed the maintenance of cost records under section 148 of the Companies Act, 2013. Therefore, the provisions of the Clause (vi) of paragraph 3 of the order are not applicable to the company.

7) In respect of statutory dues:

(a) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues including Provident Fund, Employee's State Insurance, Income Tax, Wealth Tax, Sales tax, Customs duty, Excise duty, service tax, Cess and any other statutory dues with the appropriate authorities. However, there has been an amount of Rs.10,000/- in respect of Tax Deduction at source at the end of the year which were outstanding for a period of more than six months from the date, these became payable by the company.

(b) In respect of disputed dues:

According to information and explanations provided to us, details of disputed Income Tax Dues of the Company are as follows: which were outstanding for a period of more than six months from the date, these became payable by the company.

A.Y. Nature of Dues Order Passed By Amount (Rs.) Disputed Authority

2007-08 Income Tax DCIT, Central Circle-9, 85,349/- No Details available * Penalty u/s New Delhi 271(1)(c)

2009-10 Income Tax DCIT, Central Circle-9, 1,24,01,610/- Hon'ble ITAT, Delhi Demand New Delhi dismissed the appeal vide order dated 27.04.2015 and as per management they are in process of filing further appeal.

* Due to change of management during the previous financial years; the current status of the demand of Rs.85,349/- raised by way of penalty order u/s 271(1)(c) of the Income Tax Act,1961 is not available with the company.

(c) According to information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8) As per the information and the explanations given to us, the company does not have accumulated losses at the end of the financial year for more than 50% of the net worth of the Company. The company has incurred cash losses during the financial year covered by the audit for Rs.3,57,215/- and in the immediately preceding financial year to the tune of Rs. 1,94,652/-.

9) Based on our audit procedures and according to information and explanations given to us, we are of the opinion that the Company has not taken any loans from any financial institutions, banks. Therefore, the provisions of the Clause (ix) of paragraph 3 of the order are not applicable to the company.

10) According to information and explanations provided to us, the company has not given any corporate guarantee for loan taken by others. Therefore, the provisions of the Clause (x) of paragraph 3 of the order are not applicable to the company.

11) According to the information and explanations given to us, the company has not raised any term loans from Banks and Financial institutions. Therefore, the provisions of the Clause (xi) of paragraph 3 of the order are not applicable to the company.

12) In our opinion and according to information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year

For AGARWAL KAMAL KUMAR & ASSOCIATES

Chartered Accountants

Sd/-

ARUN GUPTA

(Partner)

Place : New Delhi Membership No. 511816

Date : 28.05.2015 Firm Regn No. 005931N

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Mar 31, 2014

We have audited the accompanying financial statements of ALLIED HERBALS LIMITED (formerly known as Rajdhani Leasing & Industries Limited), which comprise the Balance Sheet as at 31'' March 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.

2. 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 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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.

3. 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 on Auditing issued by the Institute of Chartered Accountants of India. 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 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 interna! control relevant to the 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.

4. Em phasis of Matter

i. The Company has given loans/ advances to its directors during the year, however these balances have been squared off during the year. In respect of these loans/ advances, the company had not taken the prior approval of central government as is required under the provisions of section 295 of the companies Act, 1956 and further the provisions of section 185 of the companies Act, 2013 as notified vide commencement notification No. 1/15/2013-CL.V dated 12/09/2013 are not complied with.

ii. The company has not complied with the listing requirements of clause 47(a) in respect of the appointment of Company Secretary to act as Compliance Officer of the company as defined in the listing agreement with Bombay Stock Exchange.

5. 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:

(i) In the case of the Balance Sheet, of the ''stateofaflairs'' of the Company as at March 31,2014; (ii) In the case of the Statement of Profit and Loss Account, of the'' Loss'' for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the ''Cash Flows'' for the year ended on that date.

6. Report on Other Legal and Regulatory Requirements

1. 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 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)oftheCompaniesActl956, wereportthat:

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 and 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 and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) On the basis of written representations received from the directors as on 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 a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company;

ANNEXURE TO THE AUDITORS'' REPORT

Reg: ALLIED HERBALS LIMITED (formerly known as Rajdhani Leasing & Industries Limited)

(Referred to in Paragraph 5(1) of our report of even date)

1) In respect of its Fixed Assets:

(a) As per the explanation & information given to us, there are no fixed assets in the company; hence provisions of the Clause (i) of paragraph 4 of the order are not applicable to the company.

2) In respect of its inventories;

(a) As per the explanation & information given to us, there have been no any stock held by the company; hence provisions ofthe Clause (ii) of paragraph 4 of the order are not applicable to the company.

3) In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firm or other parties covered in the register maintained under section 301 ofthe Companies Act, 1956;

(a) As per the information and explanations provided to us, during the year the company has granted unsecured loan to two parties amounting to Rs.5,37,75,000/- which are covered in the register maintained under section 301 of the companies Act, 1956.The outstanding balance of these parties at the end of year is NIL.

(b) In our opinion and according to the information explanation provided to us, the aforesaid loan is interest free and terms & conditions w.r.t these loans & advances are not prejudicial to the interest ofthe company, except for the interest not charged thereon.

(c) In our opinion and according to the information explanation provided to us, there is no repayment schedule as stipulated, as such this clause cannot be commented upon.

(d) In respect of loan given by the company, the amount has been received back by the company till the end ofthe year and therefore the question of loan being overdue does not arise.

(e) According to information and explanation provided to us, the Company has taken unsecured loan of Rs. 12,16,83,425/- (including opening Balance of Rs. 20,23,425/- of three parties) from three parties covered in the register maintained under section 301 of the Companies Act, 1956. However, the outstanding balance at the end of the year of two parties is Rs. 17,23,425/-

(f) In our opinion and as per information given and explanations provided to us, the company has not paid any interest on the unsecured joaii taken; as such it does not prima facie seem to be prejudicial to the interest ofthe Company.

(g) According to information and explanations provided to us, the terms of repayment have not been stipulated between the parties; as such the same is not due for repayment.

4) In our opinion and according to information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to expenses incurred and income earned. The activities of the Company do not involve the purchase and 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) (a) In our opinion and according to information and explanations provided to us, the transactions made with each party in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 in respect of each party made during the year, have been duly entered insuch registers.

(b) According to the information and explanations given to us, we are of the opinion that these transactions have been made at prices that are reasonable having regard to the prevailing market prices at the relevant times and the specific nature of the products of the transactions.

6) According to information and explanations provided to us, the Company has not accepted any deposits from the public under Section 58-A and 58AA or any other relevant provision of the Companies Act, 1956 and the rules made there under during the year.

7) In our opinion and according to information and explanations provided to us, the company is in the process of evolving a suitable internal audit system, commensurate with the size and the nature of its business and it is hoped that the same will be operative and implemented in the years to come.

8) As per information and explanations given to us, Company is not in the business of manufacturing of any products and for the same the Central Government has not prescribed the maintenance of cost records under section 209(l)(d) of the Companies Act, 1956.

Therefore, the provisions of the Clause (viii) of paragraph 4 of the order are not applicable to the company.

9) In respect of statutory dues:

(a) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues i.e., Provident Fund, Employee''s State Insurance, Income Tax, Sales tax, Tax deducted at source, Customs duty, Excise duty, service tax, Cess with appropriate authorities. The companyjs generally regular in payments of Income tax dues under various provisions of the Income Tax Act, 1961. There is no such undisputed liability at the end of the year which were outstanding for a period of more than six months from the date, these became payable by the company.

(b) In respect of disputed dues:

According to information and explanations provided to us, details of disputed Income Tax Dues of the Company are as follows:

A.Y. Nature of Dues Order Passed By Amount (Rs.) Disputed Authority

2007-08 Income Tax DCII Central 85,349/- No Details available Penalty u/s Circle-9 271(1)(c) New Delhi

2009-10 Income Tax DCII Central 1,24,01,610/- Before Hon ble Demand Circle-9 ITAT Delhi New Delhi

Due to change of management during the previous financial years; the current status of the demand of Rs.85,349/- raised by way of penalty order u/s 271 (1 Xc) ofthe Income Tax Act, 1961 is not available with the company.

10) As per the information and the explanations given to us, the company does not have accumulated losses at the end of the financial year for more than 50% of the net worth of the Company. The company has incurred cash losses during the financial year covered by the audit for Rs. 1,94,652/- and in the immediately preceding financial year to the tune of Rs. 4,97,480/-.

11) Based on our audit procedures and accor ding to information and explanations given to us, we are of the opinion that the Company has not taken any loans from any financial institutions, banks. Therefore, the provisions of the Clause (xi) of paragraph 4 of the order are not applicable to the company.

12) In our opinion and according to the explanations given to us and based on the information available, 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 and explanation given to us, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of the Clause (xiii) of paragraph 4 of the order are not applicable to the company.

14) In our opinion and as per explanations given to us, the company has not been in the business of trading of securities or debentures. Therefore, the provisions ofthe Clause (xiv) ofparagraph 4 ofthe order are not applicable to the company.

15) According to information and explanations provided to us, the company has not given any corporate guarantee for loan taken by others. Therefore, the provisions ofthe Clause (xv) of paragraph 4 ofthe order are not applicable to the company.

16) According to the information and explanations given to us, the company has not raised any term loans from Banks and Financial institutions. Therefore, the provisions of the Clause (xvi) of paragraph 4 of the order are not applicable to the company.

17) According to the information and explanations given to us and on an overall examination we are of the opinion that no funds raised on short-term basis that have been used for long-term investment.

18) In our opinion and according to the information provided to us, the Company has not made any preferential allotment during the year to the parties covered in the register maintained u/s 301 of the Companies Act, 1956. However, the Board of Directors of the Company agreed to issue, offer and allot, on a preferential allotment basis up to 20,00,000 (Twenty Lacs) Equity Shares of face value ofRs.10/- each for cash at a price of Rs.85/- (including a Securities Premium of Rs.75/- per equity shares) or any higher price as may be decided by the Board of Directors to the person belonging to Promoter Group of the Company by way of postal ballot held on 23"1 July, 2012. The postal ballot was conducted on 23"'' July, 2012 and the preferential allotment was passed by the Shareholders. Later on, it was informed by the Manager to Offer i.e. Corporate Professionals Capital Private Ltd to Bombay Stock Exchange that due to certain litigations of promoters, they are not in a position togo for open offer process and the same was put on hold till the litigation was not over.

19) According to information provided to us, the company has not created any security in respect of any debentures as no debentures were issued by the company. Therefore, the provisions of the Clause (xix) of paragraph 4 of the order are not applicable to the company.

20) According to information provided to us the company has not raised any money by public issue during the year.

21) In our opinion and according to information and explanations given to us, no material fraud on or by the company has been noticedorreportedduringtheyear

For AGARWAL KAMAL KUMAR & ASSOCIATES Chartered Accountants Sd/-

ARUN GUPTA (Partner)

Place: New Delhi MembershipNo.511816

Date : 29.05.2014 Firm RegnNo.00593IN

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Mar 31, 2012

We have audited the attached Balance Sheet of RAJDHANI LEASING AND INDUSTRIES LIMITED as at 31st March 2012, the Profit and Loss Statement and the Cash Flow Statement of the Company for the year ended on that date, annexed thereto. The Financial records are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial records 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 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.

As required by the Companies (Auditors' Report) Order, 2003 and the Companies (Auditors' Report)(Amendment) Order. 2004 issued by the Central Government of India in the terms of sub-section (4A) of section 227 of the Companies Act. 1956. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

I. 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 purposes of our audit;

(i i) In our opinion, proper books of account as required by law have been kept by the company so far as appears Im our examination of those books (iii) The Balance Sheet, Profit & Loss Statement and Cash Flow Statement dealt with by this report arc in agreement with the books of account (i v) The Balance Sheet, Profit & Loss Statement and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 3 T 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.

(vi) As the Central Government has not formed the necessary rules for Levy of the Cess under Section 441 A, the - company has not made any provision for the Levy of the Cess.

(vii) 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 Adairs' of the Company as at 31st March, 2012 and

b) in the case of the Profit & Loss Statement, of the 'Loss' for the year ended on that dale.

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

- ANNEXURE TO THE AUDITOR'S REPORT

Reg: RAJDHANI LEASING AND INDUSTRIES LIMITED (Referred to in Paragraph (1) of our report of even date)

1) In respect of its Fixed Assets:

(a) As per the explanation & information given to us, there are no Fixed Assets in the company, hence provisions of the Clause (i) of paragraph 4 of the order are not applicable to the company.

2) In respect of its inventories: ' (a) As per the explanation & information given to us, there have been no any stock held by the company, hence provisions of the Clause (ii) of paragraph 4 of the order are not applicable to the company.

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

(a) As per the information and explanations provided to us, during the year, the company has not granted any unsecured loan to any party covered in the register maintained under section 301 of the companies Act 1956. Consequently, the requirements of clauses (iii) (a), (iii) (b),(iii) (c) and (iii) (d) of paragraph 4 of the order are not applicable.

(e) According to information and explanation provided to us, the Company has taken unsecured loan of Rs. 7,53,425/- (including opening Balance of Rs. 5,03,425/- of three parties) from three parties covered in the register maintained under section 301 of the Companies Act, 1956. Balance outstanding of these three parties at the end of the year is Rs. 7,53,425/-.

(0 In our opinion and as per information given and explanations provided to us, the company has not paid any interest on the unsecured loan taken; as such it does not prima facie seem to be prejudicial to the interest of the Company.

(g) According to information and explanations provided to us, the terms of repayment have not been stipulated between the parties; as such the same is not due for repayment.

4) In our opinion and according to information and explanations provided to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to expenses incurred and income earned. The activities of the Company do not involve the purchase and 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) (a) In our opinion and according to information and explanations provided to us, the transactions made with each party i n pursuance of contracts or arrangements entered in die register maintained under section 301 of the Companies Act, 1956 in respect of each party made during the year, have been duly entered in such registers.

(b) According to the information and explanations given to us, we are of the opinion that these transactions have been made at prices that are reasonable having regard to the prevailing market prices at the relevant times and the specific nature of the products of the transactions.

6) According to information and explanations provided to us, the Company has not accepted any deposits from the public under Section 58-A and 58AA or any other relevant provision of the Companies Act, 1956 and the rules made there under during the year. Therefore, the provisions of the Clause (vi) of paragraph 4 of the order are not applicable to the company.

7) In our opinion and according to information and explanations provided to us, the company is in the process of evolving a suitable internal audit system, commensurate with the size and the nature of its business and it is hoped by the management that the same will be operative and implemented in the years to come.

X) As per information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 209( 1) (d) of the Companies Act, 1956 for the products/services manufactured/rendered by it. Therefore, the provisions of the Clause (viii) of paragraph 4 of the order are not applicable to the company.

9) In respect of statutory dues:

(a) According to the information and explanations given to us, the company is regular in depositing undisputed statutory dues i.e., Provident Fund, Employee's State Insurance, Income Tax, Sales tax. Tax deducted at source, Customs duty. Excise duty, service tax, Cess with appropriate authorities. The company is generally regular in payments of Income tax and Fringe Benefit tax dues under various provisions of the Income Tax Act, 1961. There is no such undisputed liability at the end of the year which were outstanding for a period of more than six months from the date, these became payable by the company.

(b) In respect of disputed dues:

According to information and explanations provided to us, there are no disputed dues of Sale tax/income tax/custom tax/wealth tax /excise duty/cess. Therefore, the provisions of the Clause (ix) of paragraph 4 of the order are not applicable to the company.

10) As per the information and the explanations given to us, the company does not have accumulated losses at the end of the financial year. The company has incurred cash losses during the financial year covered by the audit for Rs. 9,64,789/- and in the immediately preceding financial year to the tune of Rs. 1,30,080/-.

11) Based on our audit procedures and according to information and explanations given to us, we are of the opinion that the Company has not taken any loans from any financial institutions, banks. Therefore, the provisions of the Clause (xi) of paragraph 4 of the, order are not applicable to the company.

12) In our opinion and according to the explanations given to us and based on the information available, 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 and explanation given to us, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of the Clause (xiii) of paragraph 4 of the order are not applicable to the company.

14) In our opinion and as per explanations given to us, the company has hot been in the business of trading of securities or debentures. Therefore, the provisions of the Clause (xiv) of paragraph 4 of the order are not applicable to the company.

15) According to information and explanations provided to us, the company has not given any corporate guarantee for loan taken by others. Therefore, the provisions of the Clause (xv) of paragraph 4 of the order are not applicable to the company.

16) According to the information and explanations given to us, the company has not raised any term loans from Banks and Financial institutions. Therefore, the provisions of the Clause (xvi) of paragraph 4 of the order are not applicable to the company.

17) According to the information and explanations given to us and on an overall examination we are of the opinion that no funds raised on short-term basis that have been used for long-term investment.

18) In our opinion and according to the information provided to us, the Company has not made any preferential allotment during the year to the parties covered in the register maintained u/s 301 of the Companies Act, 1956.

19) According to information provided to us, the company has not created any security in respect of any debentures as no debentures were issued by the company. Therefore, the provisions of the Clause (xix) of paragraph 4 of the order are not applicable to the company.

20) According to information provided to us the company has not raised any money by public issue.

21) In our opinion and according to information and explanations given to us, no material fraud on or by the company has been noticed or reported during the year

For AGARWAL KAMAL KUMAR & ASSOCIATES

Chartered Accountants Sd/-

ARUN GUPTA (Partner)

Place: New Delhi Membership No. 511816

Date : 03.09.2012 Firm Regn No. 005931N