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Auditor Report of Aroni Commercials Ltd.

Mar 31, 2016

To,

The Members of

ARONI COMMERCIALS LIMITED. Report on the Financial Statements

We have audited the accompanying standalone financial statements of ARONI commercials UMITED ("the Company") which comprise the Balance Sheet of as at 31^st March, 2016, the statement of Profit & Loss Account and 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 and presentation of these standalone 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 provision 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 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 standalone 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 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 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 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 standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31^st March 2016 and its profit and its 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, 2016, 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, 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 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 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 it appears from our examination of those books;

(c) The Balance sheet, the statement of Profit & 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 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 director''s of the company as at 31st March, 2016 and taken on record by the Board of Director''s, we report that none of the directors is disqualified as on 31^st March, 2016 from being appointed as director in terms of Section 164 (2) of the act;

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B''''; and

(g) With respect to the other matters to be included in the Auditors 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 statements-Refer Note No. 19.1 to the financial statements;

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

Annexure to the independent auditors'' report

The Annexure referred to in our independent Auditors'' Report to the members of the company on the financial statements for the year ended 31^st March 2016, we report that:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has clear and marketable title to all the assets owned by the Company.

ii. The company is a Sub Broker of M/s Shriyam Broking Intermediary Ltd and in the activities of investment in shares/ Bonds etc. Accordingly, it does not hold any physical inventories. Thus paragraph 3(ii) of the order is not applicable.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 (''the Act'').

iv. In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

v. The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, sales tax, wealth tax, service tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. Dues such as Custom Duty and Excise duty are not applicable to the company, considering the nature of business that the company is engaged in.

There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Service Tax, Cess and other material statutory dues in arrears as at 31^st March, 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and records of the company, the following are the particulars of disputed dues on account of income tax and sales tax matters that have not been deposited by the company as at 31^st March, 2016 :-

Sr. No.	Name of the statue		Nature of the due	Amount (Rs)	Period to which the amount relates	Forum where the dispute is pending	Amount paid under protest/ refund adjusted
1	Madhya Pradesh Sales Tax Act		Sale Tax Liabilities due to rejection of "C" Form & Pending "C" Forms	80,22,602	AY 1996-97	The Deputy commissioner of commercial Tax has Redirected case to Assessing Officers for Reassessment	NIL
2.	Income tax Act, 1961	Demand raised u/s 143(3) of Income Tax Act, 1961		72,107	AY 2010-11	CIT(A) Order giving effect is pending	NIL
3.	Income tax Act, 1961	Rectification u/s 154 r.w.s.143(3) dated 10/02/2015		2,90,483	AY 2012-13	Rectification filed u/s 154 of Income Tax Act, 1961	2,18,052
4.	Income tax Act, 1961	Rectification u/s 154 r.w.s.143(3) dated 25/02/2016		19,12,320	AY 2013-14	Rectification filed u/s 154 of Income Tax Act, 1961	2,49,598

Note: Amount is adjusted from the available credit of the facility of exemption of payment of tax under CTD Notification No.A-3-32-94-ST-V(5) on account of investment in Non-conventional power generation system. In case of unfavorable outcome, available credit for that year and subsequent year will be reduced and reduced credit after adjusting demand will carry forward.

viii. The Company had taken loans from financial institutions; however the same has been repaid during the year on timely basis, hence there is no default on repayment of Loan.

ix. The company did not raise any money by way of Initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable.

x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii. According to the information and explanations given to us and based to our examination of the records of the company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards

xiv. According to the information and explanations given to us and based on our examination of the records of the company, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv. According to the information and explanations given to us and based on our examination of the records of the Company, the company has not entered into non cash transactions with directors or persons connected with him. Accordingly, paragraph 3 (xv) of the order is not applicable.

xvi. The Company is registered sub-broker of M/s Shriyam Broking Intermediary Limited. Hence under clause 2(vi) of Circular DNBS.PD. CC.No.56/02.04/2005-06 there is an exemption from the provisions of Chapter III B of the RBI Act, 1934. Therefore, Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure-b to the auditorâs report

Report on the Internal Financial Controls under clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ARONI COMMERCIALS LIMITED ("the Company") as of 31^st March 2016 in conjunction with our audit of the standalone statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the guidance note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India(''ICAI'').These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the ''Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013 to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material aspects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness, Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting , assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For LALIT MEHTA ASSOCIATES

Chartered Accountants

Firm Registration No. 105568W

Place: Mumbai Ranka Kalpesh Vimalchand

Date: 27^th May, 2016 (Partner)

Membership No. 113906

Mar 31, 2015

We have audited the financial statements of ARONI COMMERCIALS LIMITED ("the Company") which comprise the Balance Sheet of as at 31st March, 2015, the statement of Profit & Loss Account and 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 read with Rule 7 of the Companies (Accounts), Rules 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 prudent and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of 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 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 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 Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 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, of the state of affairs of the Company as at 31st March 2015 and its Profit and its 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, 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 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 it appears from our examination of those books; subject to note no.19.6 and 19.7

(c) The Balance sheet and the Profit & Loss Account and the cash fow 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 director's of the company as at 31st

March, 2015 and taken on record by the Board of Director's, we report that none of the directors is disqualified as on 31st March, 2015 from being appointed as director in terms of Section 164 (2) of the act; and

(f) With respect to the other matters to be included in the Auditors 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 statements-Refer Note No. 19 to the financial statements;

ii. The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our independent Auditors' Report to the members of the company on the standalone financial statements for the year ended 31 March 2015, we report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

2. The company is a Sub Broker of M/s Shriyam Broking Intermediary Ltd and also engaged in the activities of investment in shares/Bonds etc. Accordingly, it does not hold any physical inventories. Thus paragraph 3(ii) of the order is not applicable.

3. The Company has not granted any loans any loans, secured or unsecured to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 ('the Act').

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and the sale of services. During the course of our audit, we have not observed any major weakness in such internal control system.

5. The Company has not accepted any deposits form the public.

6. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the company.

7. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including income tax, sales tax, wealth tax, service tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. Dues such as Custom Duty and Excise duty are not applicable to the company, considering the nature of business that the company is engaged in.

There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Service Tax, Cess and other material statutory dues 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 and records of the company, the following are the particulars of disputed dues on account of income tax and sales tax matters that have not been deposited by the company as at 31st march, 2015 :-

Sr. Name of the Nature of the due Amount Period to which No. statue (Rs.) the amount

relates

1 Madhya Sale Tax 80,22,602 AY 1996-97 Pradesh Sales Liabilities duE to Tax Act rejection of "C" Form & Pending "C" Forms

2. Income tax Demand raised 4,42,285 AY 2010-11 Act, 1961 u/s 143(3) of Income Tax Act, 1961

3. Income tax As per order U/s 72,430 AY 2012-13 Act, 1961 143(3)

Name of the Statue Forum where the Amount paid dispute is pending under protest/ refund adjusted

1.Madhya Pradesh sales act The Deputy Refer to Note commissioner of commercial Tax has Redirected case to Assessing Officers for Reassessment

2.Income tax Act,1961 Appeal preferred NIL with CIT(A)

3.Income tax Act.1961 Rectification fled NIL with Income Tax Department

Note: Amount is adjusted from the available credit of the facility of exemption of payment of tax under CTD Notification No.A-3-32-94-ST-V(5) on account of investment in Non-conventional power generation system. In case of unfavorable outcome, available credit for that year and subsequent year will be reduced and reduced credit after adjusting demand will carry forward.

(c) There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of Companies Act, 1956 (1 of 1956) and rules made thereunder. Thus paragraph 7 (c) of the order is not applicable.

8. The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

9. The company did not have any outstanding dues to financial institutions, Banks or debenture holders during the year.

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

11. The Company has not obtained any term loans during the year. Thus, paragraph 11 of the order is not applicable.

12. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For LALIT MEHTA ASSOCIATES

Chartered Accountants Firm Registration No. 105568W

Ranka Kalpesh Vimalchand

Place : Mumbai (Partner)

Date: 27th May 2015 Membership No. 113906

Mar 31, 2014

We have audited the financial statements of ARONI COMMERCIAL LIMITED ("the Company") which comprise the Balance Sheet of as at 31st March, 2014, the statement of Profit & Loss Account and 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 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 Section 211(3C) of the Companies Act, 1956 ("the Act") 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 and in accordance with the accounting principles generally accepted in India. 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.

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 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 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 Company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the 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 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and

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

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 Companies Act, 1956, ("the Act") we give in the Annexure a statement on the matters, specified in Paragraphs 4 and 5 of the said Order.

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

(a) We have obtained all 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 it appears from our examination of those books;

(c) The Balance sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow statement comply with the accounting standards referred to in Section 211(3C) 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; and

(e) On the basis of written representations received from the director''s of the company as at 31st March, 2014 and taken on record by the Board of Director''s, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as director in terms of Section 274(1)(g) of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in paragraph 1 of our Report of even date of ARONI COMMERCIAL LIMITED for the year ended 31st March, 2014.)

1. Having regard to the nature of the Company''s business/activities/result, clauses (ii), (viii), (x), (xi), (xii), (xiii), (xv), (xvi), (xviii), (xix) and (xx) of the Order are not applicable to the Company.

2. In respect of Its fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

(c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company. As explained to us, the company has clear and marketable title to all the assets owned by the Company.

3. The Company has not granted any loans any loans, secured or unsecured to companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956.

The company has taken loan from companies, firms or other parties listed 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 taken loan aggregating Rs. 6,50,000 from one party during the year. At the year-end, the outstanding balances of such loan is nil and the maximum amount involved during the year was Rs. 6,50,000.

(b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not prejudicial to the interests of the Company.

(c) The receipts of principal amounts and interest have been regular/as per stipulations.

(d) There are no overdue amounts remaining outstanding as at the year end.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets. During the course of our audit, we have not observed any major weakness in such internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us:

(a) The particulars of contracts or arrangements referred to Section 301 that needed to be entered in the Register maintained under the said Section have been so entered.

(b) Where each of these transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956.

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

8. (a) The Company has generally been regular in depositing undisputed dues, including Income tax, Sales tax, Wealth tax, Service tax, Cess and other material statutory dues applicable to it with the appropriate authorities. Dues such as Custom Duty and Excise duty are not applicable to the Company, considering the nature of business that the Company is engaged in.

(b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Service Tax, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and records of the company, the following are the particulars of disputed dues on account of income tax and sales tax matters that have not been deposited by the company as at 31st march, 2014 :-

Sr. Name of Nature of the Amount Period to No. the statue due (Rs) which the amount relates

1 Madhya Sale Tax Liabilities 80,22,602 A. Y. 1996-97 Pradesh due to rejection of Sales Tax "C" Form & Act Pending "C" Forms

2. Income Demand raised 4,42,285 A.Y. 2010-11 Tax Act, u/s 143 (3) of 1961 Income Tax Act, 1961

3. Income Rectification u/s 2,69,518 A.Y. 2012-13 Tax Act 154 w.e.f. 143(1) 1961 dated 12/7/2013

Name of the Statue Forum where the Amount paid dispute is pending under protest/ refund adjusted

Madhya Pradesh Sales Tax Act The Deputy NIL commissioner of commercial Tax has Redirected case to Assessing Officers for Reassessment

Income Tax Act, 1961 CIT (A) NIL

Income Tax Act 1961 Rectification filed NIL with Income Tax Department

9. Based on our examination of the records and evaluations of the related internal controls, the Company has maintained proper records of the transactions and contracts in respect of its dealing in shares, securities, debentures and other investments as applicable and timely entries have been made therein. The aforesaid securities have been held by the Company in its own name.

10. In our opinion and according to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that funds raised on short- term basis have, prima facie, not been used during the year for long- term investment.

11. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For LALIT MEHTA ASSOCIATES

Chartered Accountants Firm Registration No. 105568W

Sd/-

Ranka Kalpesh Vimalchand

(Partner) Membership No. 113906

Place : Mumbai Date :28th May 2014

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of ARONI COMMERCIALS LIMITED which comprise the Balance Sheet as at 31st March 2013 and the Statement of Profit and Loss and the 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

The Company''s 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.

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 internal 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. 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:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

(ii) in the case of the Statement of Profit and Loss Account, of the ''Profit'' 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (''order''), issued by the Central Government of India in terms of section 227(4A) 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 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 of section 211(3C) of the Act; and

e. on the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of section 274 (1) (g) of the Act.

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 Act 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 AUDITOR''S REPORT *

(*Referred to in paragraph 2 of our Report of even date on the accounts of ARONI COMMERCIALS LIMITED for the period ended 31st March, 2013.)

1. (a) The Company has made available the fixed assets register showing full particulars including quantitative details and situation of the fixed assets

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion is quite reasonable. There was no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets. As explained to us, the company has clear and marketable title to all the assets owned by the company.

2. (a) Physical verification has been conducted by the management at reasonable intervals in respect of shares and securities.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper record or shares and securities. No material discrepancies were noticed on verification between the physical stocks and book records.

3. The Company has neither granted nor taken unsecured loan to/ from companies, firm or other parties covered in the register maintained under section 301 of the Companies Act. Hence clause 3 (a) to (g) are not applicable.

4. In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. (a) According to the information and explanations given to us, no transactions have entered into that need to be entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable prices having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

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

8. The company is not required to maintain cost records as per provisions of section 209(1)(d) of the Companies Act, 1956

9. As explained to us, the statutory dues payable by the Company comprises of mainly of income tax, sales tax, wealth tax and excise duty. According to the records of the company and information and explanation given to us, The Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as of March, 2013 outstanding for the period of more than six months from the date they become payable.

10. The company does not have accumulated loss at the end of financial year and has not incurred cash losses in the financial year covered by our audit and in the immediate preceding financial year.

11. According to the records of Company examined by us and on the basis of information & explanation given to us the company has not defaulted in the repayment of dues to financial institutes, banks, Debenture holders during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. Therefore, the provisions of clause (xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is no a chit fund or a nidhi / mutual benefit fund/ society. Therefore provisions of clause 4(xi) of the Companies (Auditor''s Report) Order,2003 are not applicable to the company.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities and other investments dealt in by the Company and timely entries have been made in the records. We also report that the company has held the shares, securities and other investment in its own name.

15. According to the information and explanations and given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore provisions of clause 4(xv) of Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

16. During the year company has not taken any new Term loan & Term Loan taken by the company in previous years has been utilized for the purpose for which it is obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that no fund raised on short-term basis has been used for long term investment.

18. The company has not issued any preferential allotment of shares during the year. Therefore, provisions of clause 4(xviii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

20. The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4(xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR LALIT MEHTA ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No. 105568W

Sd/-

PLACE : MUMBAI (Kalpesh Ranka)

DATED : 27TH MAY, 2013 PARTNER

Mar 31, 2012

We have audited the attached Balance Sheet of ARONI COMMERCIALS LIMITED ("The Company") as at 31st March 2012, Profit & Loss Account for the year ended on that date annexed thereto and cash flow statement for the year ended on that date (hereinafter collectively referred as "financial statements"). 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.

1. We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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 Companies Act, 1956,("The Act") we enclose in the Annexure a statement on the matters, specified in Paragraphs 4 and 5 of the said order.

3. Further to our comments, we report that:

a) We have obtained all 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 the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the requirements of the accounting standards referred to in sub-section (3C) of Section 211 of the Act.

e) on the basis of written representations received from the director's of the company as at 31st March, 2012 and taken on record by the Board of Director's, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub- section (1) of section 274 of the Act.

f) in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

(ii) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT *

(*Referred to in paragraph 2 of our Report of even date on the accounts of Aroni Commercials Limited for the year ended 31st March, 2012)

1. (a) The company has made available the fixed asset register showing full particulars including quantitative details and situation of fixed asset.

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion is quite reasonable. There was no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets.

2. (a) Physical verification has been conducted by the management at reasonable intervals in respect of shares and securities.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of shares and securities followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper record of shares and securities. No material discrepancies were noticed on verification between the physical stocks and book records.

3. The company has neither granted nor taken unsecured loan to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956, hence clause 3(a) to (g) are not applicable.

4. In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. (a) According to the information and explanations given to us, transactions that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable prices having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

8. The company is not required to maintain cost records as per provisions of section 209(1) (d) of the Companies Act, 1956.

9. (a) As explained to us, the statutory dues payable by the Company comprises mainly of income- tax, sales tax, wealth tax and excise duty. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as of March, 2012 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and records of the Company, the following are the particulars of disputed dues on account of income tax, excise duty, custom duty and sales tax matters that have not been deposited by the Company as at 31st March, 2012:-

Sr Name of the Nature of the Due Amount No. Statute Rs

1 Madhya Sales Tax Liabilities due 80,22,602 Pradesh to rejection of "C" Sales Tax Forms & Pending "C" Act Forms

Name of the Period to Forum Amount Remark Statute which the where the Paid under amount dispute is Protest / relates pending Refund Adjusted

Madhya Assessment The Deputy No Change in Pradesh Year Commissi- Status during the Sales Tax 1996-97 oner of year. Act Commercial Tax has Redirected case to Assessing Officer for Reassessment

10. The company does not have accumulated loss at the end of financial year and has not incurred cash losses in the financial year covered by our audit and in the immediate preceding financial year.

11. According to the records of Company examined by us and on the basis of information & explanations given to us, the Company has not defaulted in the repayment of dues to financial institutes, banks, Debenture holder during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is no a chit fund or a nidhi / mutual benefit fund/ society. Therefore provisions of clause 4(xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities and other investments dealt in by the Company and timely entries have been made in the records. We also report that the Company has held the shares, securities and other investments in its own name.

15. According to the information and explanations and given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore provisions of clause 4 (xv) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

16. During the year company has not taken any new Term Loan & Term Loan taken by company in previous years has been utilized for the purpose for which it is obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that no fund raised on short-term basis has been used for long term investment.

18. The company has not issued any preferential allotment of shares during the year. Therefore, provisions of clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR LALIT MEHTA ASSOCIATES

CHARTERED ACCOUNTANTS

(Firm Registration No. 105568W)

KALPESH RANKA

PLACE : MUMBAI PARTNER

DATED : MAY 29, 2012 MEMBERSHIP NO.: 113906

Mar 31, 2011

We have audited the attached Balance Sheet of ARONI COMMERCIALS LIMITED ("The Company") as at 31st March 2011 and also the Profit & Loss Account for the year ended on that date annexed thereto. 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.

1. We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. 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 Companies Act, 1956,("The Act") we enclose in the Annexure a statement on the matters, specified in Paragraphs 4 and 5 of the said order.

3. Further to our comments, we report that:

a) We have obtained all 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 the Profit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account comply with the requirements of the accounting standards referred to in sub-section (3C) of Section 211 of the Act.

e) on the basis of written representations received from the director's of the company as at 31st March, 2011 and taken on record by the Board of Director's, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub- section (1) of section 274 of the Act.

f) in our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with the 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

(ii) In the case of the Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT *

(* Referred to in paragraph 2 of our Report of even date on the accounts of Aroni Commercials Limited for the year ended 31st March, 2011)

1. (a) The company has made available the fixed asset register showing full particulars including quantitative details and situation of fixed asset.

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion is quit reasonable. There was no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets.

2. (a) Physical verification has been conducted by the management at reasonable intervals in respect of shares and securities.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper record of inventories. No material discrepancies were noticed on verification between the physical stocks and book records.

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

(a) The company has given loans to two companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding at anytime during the year of those loans was Rs. 51.56 Lacs and the year-end balance was Rs. 0.01 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, as applicable, and other terms and conditions on which loans have been given are not prima-facie prejudicial to the interest of the company.

(c) In respect of loan given by the company, the payment of interest and principal amounts are payable on demand, and therefore the question of overdue amounts does not arise.

(d) In respect of the loans given by the Company, these are repayable on demand, and therefore the question of overdue amount does not arise.

(e) The Company has not taken any unsecured loan during the year.

(f) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions on which loans have been given are not prima facie prejudicial to the interest of the company.

(g) During the year company has not taken any loan, therefore question of payment of the principal amount and interest does not arise.

4. In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. (a) According to the information and explanations given to us, transactions that need to be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable prices having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

8. The company is not required to maintain cost records as per provisions of section 209(1) (d) of the Companies Act, 1956.

9. (a) As explained to us, the statutory dues payable by the Company comprises mainly of income- tax, sales tax, wealth tax and excise duty. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as of March, 2011 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and records of the Company, the following are the particulars of disputed dues on account of income tax, excise duty, custom duty and sales tax matters that have not been deposited by the Company as at 31st March, 2011:-

Sr Name of the Nature of the Due Amount Period to No. Statute Rs which the amount relates

1 Madhya Sales Tax Liabilities 80,22,602 Assessment Pradesh due to rejection of Year 1996- Sales Tax "C" Forms & Pending 97 Act "C" Forms

2 Madhya Sales Tax Liability 10,906 Assessment Pradesh due to disallowance Year 1998- Sales Tax of Rate Discount & Act Credit Note 99

3. Income Tax Income Tax 3,86,53,409 Assessment Act Year 2005- 06

Name of the Forum Amount Remark Statute where the Paid under dispute is Protest / pending Refund Adjusted (Rs)

Madhya Deputy - No Change in Pradesh Commissi- Status during the Sales Tax oner of year. Act Commercial Tax

Madhya - - No Change in Pradesh Status during the Sales Tax Act year.

Income Tax CIT 28,26,657 Appeal Pending Act (Appeals), (Refund with CIT (Appeals) Mumbai Adjustment)

10. The company does not have accumulated loss at the end of financial year and has not incurred cash losses in the financial year covered by our audit and in the immediate preceding financial year.

11. According to the records of Company examined by us and on the basis of information & explanations given to us, the Company has not defaulted in the repayment of dues to financial institutes, banks, Debenture holder during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

13. In our opinion, the company is no a chit fund or a nidhi / mutual benefit fund/ society. Therefore provisions of clause 4(xi) of the Companies (Auditor's Report) Order,2003 are not applicable to the company.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities and other investments dealt in by the Company and timely entries have been made in the records. We also report that the Company has held the shares, securities and other investments in its own name.

15. According to the information and explanations and given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore provisions of clause 4(xv) of Companies (Auditor's Report) Order, 2003 are not applicable to the company.

16. During the year company has not taken any new Term Loan & Term Loan taken by company in previous years has been utilized for the purpose for which it is obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that no fund raised on short-term basis has been used for long term investment.

18. The company has not issued any preferential allotment of shares during the year. Therefore, provisions of clause 4(xviii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, provisions of clause 4(xix) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

20. The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4(xx) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR LALIT MEHTA ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 105568W

PLACE MUMBAI DATED 28-5-2011

Mar 31, 2010

We have audited the attached Balance Sheet of ARONI COMMERCIALS LIMITED as at 31st March, 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. 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.

1. We have 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) order, 2003, issued by the Central Government of India in 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.

3. Further to our comments in the Annexure referred to above, we report that:

a) We have obtained all 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 the Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement comply with the requirements of the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors of the company as at 31st March, 2010 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as director of the company under clause (g) 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 explanation given to us, the said accounts read together with the notes thereon, give the information required by 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 the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and

(ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT (* Referred to in paragraph 2 of our Report of even date on the accounts of Aroni Commercials Limited for the year ended 31st March, 2010)

1. (a) The company has made available the fixed asset register showing full particulars including quantitative details and situation of fixed asset.

(b) All the fixed assets have been physically verified by the management during the year at reasonable intervals, which in our opinion is quit reasonable. There was no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of fixed assets.

2. (a) Physical verification has been conducted by the management at reasonable intervals

in respect of shares and securities.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper record of inventories. No material discrepancies were noticed on verification between the physical stocks and book records.

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

(a) The company has given loans to three companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum balance outstanding at anytime during the year of those loans was Rs. 3113.00 Lacs and the year-end balance was Rs. 1.57 Lacs.

(b) In our opinion and according to the information and explanations given to us, the rate of interest, as applicable, and other terms and conditions on which loans have been given are not prima-facie prejudicial to the interest of the company.

(c) In respect of loan given by the company, the payment of interest and principal amounts are payable on demand, and therefore the question of overdue amounts does not arise.

(d) In respect of the loans given by the Company, these are repayable on demand, and therefore the question of overdue amount does not arise.

(e) The Company has not taken any unsecured loan during the year.

(f) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions on which loans have been given are not prima facie prejudicial to the interest of the company.

(g) During the year company has not taken any loan, therefore question of payment of the principal amount and interest does not arise.

4. In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. (a) According to the information and explanations given to us, transactions that need to

be entered into the register maintained in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of the contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 have been made at prices which are reasonable prices having regard to prevailing market prices at the relevant time.

6. The company has not accepted any deposit from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder.

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

8. The company is not required to maintain cost records as per provisions of section 209(1) (d) of the Companies Act, 1956.

9. (a) As explained to us, the statutory dues payable by the Company comprises mainly of provident fund, investor education and protection fund , employees state insurance, income-tax, sales tax, wealth tax, customs duty, excise duty, cess, entry tax, service tax and purchase tax. According to the records of the Company and information and explanations given to us, the Company has been regularly depositing the aforesaid undisputed statutory dues with the appropriate authorities. There are no undisputed statutory dues as referred to above as of March, 2010 outstanding for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us and records of the Company, the following are the particulars of disputed dues on account of income tax, excise duty, custom duty and sales tax matters that have not been deposited by the Company as at 31st March, 2010:-

Sr Name of Nature of the Amount Period to which No. the Statute Due Rs the amount relates

1 Madhya Sales Tax 80,22,602 Assessment Pradesh Liabilities due Year 1996-97 Sales Tax to rejection of Act "C" Forms & Pending "C" Forms

2 Madhya Sales Tax 10,906 Assessment Pradesh Liability due Year 1998-99 Sales Tax to Act disallowance of Rate Discount & Credit Note

3 Central Central 14,391 Assessment Excise Act Excise Duty Year 1995-96

4. Income Income Tax 1,26,738 Assessment Tax Act Year 2001-02

5. Income Income Tax 10,60,000 Assessment Tax Act Year 2006-07

Sr Name of Forum where Amount Paid Remark No. the Statute the dispute is under Protest pending /Refund Adjusted

1 Madhya Deputy No Change in Pradesh Commissioner Status during Sales Tax of Commercial the year. Act Tax

2. Madhya No Change in Pradesh Status during Sales the year. Act

3. Central Tribunal New No Change in Excise Act Delhi Status during the year

4. Income CIT (Appeals), - Appeal Pending Tax Act Mumbai with CIT (A)

5. Income ITAT . 10,60,000 Request given Tax Act (Refund for adjustment Adjustment) against Refund for favourable penalty order for AY 2001-2002 is pending

10. The company does not have accumulated loss at the end of financial year and has not incurred cash losses in the financial year covered by our audit and in the immediate preceding financial year.

11. According to the records of Company examined by us and on the basis of information & explanations given to us, the Company has not defaulted in the repayment of dues to financial institutes, banks, Debenture holder during the year.

12. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not. applicable to the company.

13. In our opinion, the company is no a chit fund or a nidhi / mutual benefit fund/ society. Therefore provisions of clause 4(xi) of the Companies (Auditors Report) Order,2003 are not applicable to the company.

14. Based on our examination of the records and evaluations of the related internal controls, we are of the opinion that proper records have been maintained of the transactions and contracts relating to shares, securities and other investments dealt in by the Company and timely entries have been made in the records. We also report that the Company has held the shares, securities and other investments in its own name.

15. According to the information and explanations and given to us, the Company has not given any guarantee for loan taken by others from bank or financial institutions. Therefore provisions of clause 4(xv) of Companies (Auditors Report) Order, 2003 are not applicable to the company?

16. During the year company has not taken any new Term Loan & Term Loan taken by company in previous years has been utilized for the purpose for which it is obtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet, we report that no fund raised on short-term basis has been used for long term investment.

18. The company has not issued any preferential allotment of shares during the year. Therefore, provisions of clause 4(xviii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures. Therefore, provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20. The company has not raised any money by way of public issue during the year. Therefore, provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported djring the course of our audit.

For LALITMEHTAASSOCIATES, CHARTERED ACCOUNTANTS, (FRN NO. 105568W)

(KALPESH RANKA) PLACE : MUMBAI PARTNER. DATE : MAY 29, 2010 M.No. : 113906

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