Auditor Report of BN Holdings Ltd.

Mar 31, 2011

1. We have audited the attached Balance Sheet of Arihant Tournesol Limited as at 31st March 2011. Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. The 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 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as wed as evaluating the overall financial statement presentation. We behave that our audit provides a reasonable basis for our opinion.

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

4. 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 purpose of our Audit;

ii. In our opinion proper books of accounts as required by law have been kept by the Company so far as it appear from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts;

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

v. On the basis of written representations received from directors and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with and subject to the following :

1. Mon provision in the accounts for an amount of Rs. 33.13 Lacs (Previous Year Rs. 33.13 lacs) on account of claims filed against the company, not acknowledged as debts, the matter being under dispute (Refer Notes on Accounts Point No. 6)

2. The company doesn't have a whole time company secretary as required by Section 383A of the Companies Act, 1956.

3. Refer Notes on Accounts Point No. 3 regarding non-confirmation of balances.

And other notes thereon give the information as 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011 and

b. in the case of Profit and Loss Account, of the Profit of the year ended on that date.

c. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE BALANCE SHEET OF ARIHNAT TOURNESOL LIMITED AT 31 ST MARCH 2010 AND PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

I. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification 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 verification.

II. The company has no inventory during the year under the review and hence question of maintenance of proper records and physical verification of stocks does not arise.

III. The company has granted Advance of Rs. 55,65,000/- to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding was Rs. 59,35,000/- and the year end balance was Rs. 55,65,000/- (Previous Year: 4,35,000/-)

In our opinion and according to the information and explanations given to us, the Advance is Interest free and repayable on demand and other terms and conditions are not prima facie prejudicial to the interest of the company.

IV. In our opinion and according to the information and explanations given to us internal control procedures are adequate and commensurate with the size of the Company and nature of business with regard to cash transactions and cash management, plant and machinery, equipment and other assets.

V. a) According to information and explanations given to us, we are of the opinion that there are no transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

VI. The Company has not accepted any deposits from public.

VII. In our opinion the internal audit system of the Company is commensurate with its size and nature of its business.

VIII. Since maintenance of cost records is not applicable to the Company under section 209(1 )(d) of the Companies Act, 1956, clause 4(viii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

IX. a) The Company does not have any liability towards employees during the year, under the Provident Fund Act and Employees State Insurance Act, hence the question of timely deposit of the Provident Fund dues and Employees State Insurance Scheme, does not arise.

b) According to the information and explanation given to us, there are no undisputed amount payable in respect of income tax, wealth tax, customs duty, excise duty, cess. Service Tax and any other statutory dues as at 31st March, 2011 for the period of more than six months from the date they became payable.

X. In our opinion the accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

XI. The Company has not defaulted in repayment of dues to the Bankers.

XII. 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.

XIII. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

XIV. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

XVI. The Company has not raised any Term Loan during the Year.

XVII. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the Company.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

XIX. The Company has not issued any debentures during the year.

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

XXI. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. For R.B.Pandya & Co.

Chartered Accountants

Rajesh R. Pandya

Proprietor

Place : Mumbai

Date : 2nd September, 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Arihant Tournesol Limited as at 31st March 2010. Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. The financial statements are the responsibility of the Companys management. Our responsibility is to express an opinionon these financial statements based on our audit.

2. 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 financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as wed as evaluating the overall financial statement presentation. We beBeve that our audit provides a reasonable basis for our opinion.

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

4. 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 purpose of our Audit;

ii. In our opinion proper books of accounts as required by law have been kept by the Company so far as it apper from our examination of those books;

iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by the report are in agreement with the Books of Accounts;

iv. In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956;

v. On the basis of written representations received from directors and taken on record by the board of directors, we report that none of the directors are disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with and subject to the following :

1. Mon provision in the accounts for an amount of Rs. 33.13 Lacs (Previous Year Rs. 33.13 lacs) on account of claims filed against the company, not acknowledged as debts, the matter being under dispute (Refer Notes on Accounts Point No. 6)

2. The company doesnt have a whole time company secretary as required by Section 363A of the Companies Act, 1956.

3. Refer Notes on Accounts Point No. 3 regarding non-confirmation of balaces.

And other notes thereon give the information as 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 Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010 and

b. in the case of Profit and Loss Account, of the Profit of the year ended on that date.

c. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE ON THE BALANCE SHEET OF ARIHNAT TOURNESOL LIMITED AT 31 ST MARCH 2010 AND PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

I. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification 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 verification.

II. The company has no inventory during the year under the review and hence question of maintenance of proper records and physical verification of stocks does not arise.

III. The company has granted Advance of Rs. 4,35,000/- to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding was Rs. 55,50,000/- and the year end balance was Rs. 4,35,000/- (Previous Year: 34,50,000/-)

In our opinion and according to the information and explanations given to us, the Advance is Interest free and repayable on demand and other terms and conditions are not prima facie prejudicial to the interest of the company.

IV. In our opinion and according to the information and explanations given to us internal control procedures are adequate and commensurate with the size of the Company and nature of business with regard to cash transactions and cash management, plant and machinery, equipment and other assets.

V. a) According to information and explanations given to us, we are of the opinion that there are no transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

b) In our opinion and according to the information and explanations given to us, there are no transactions in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- (Rupees Five Lacs only) or more in respect of any party.

VI. The Company has not accepted any deposits from public.

VII. In our opinion the internal audit system of the Company is commensurate with its size and nature of its business.

VIII. Since maintenance of cost records is not applicable to the Company under section 209(1 )(d) of the Companies Act, 1956, clause 4(viii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

IX. a) The Company does not have any liability towards employees during the year, under the Provident Fund Act and Employees State Insurance Act, hence the question of timely deposit of the Provident Fund dues and Employees State Insurance Scheme, does not arise.

b) According to the information and explanation given to us, there are no undisputed amount payable in respect of income tax, wealth tax, customs duty, excise duty, cess. Service Tax and any other statutory dues as at 31st March, 2010 for the period of more than six months from the date they became payable.

X. In our opinion the accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceeding financial year.

XI. The Company has not defaulted in repayment of dues to the Bankers.

XII. 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.

XIII. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, clause 4 (xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

XIV. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investment. Accordingly the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

XVI. The Company has not raised any Term Loan during the Year.

XVII. According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long term investment by the Company.

XVIII. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

XIX. The Company has not issued any debentures during the year.

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

XXI. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit. R B Pandya & Co.

Chartered Accountants

Sd/- Place : Mumbai Rajesh R. Pandya

Date : 1st September 2010 Proprietor