Auditor Report of Asia Pack Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ASIA PACK LIMITED which comprise the balance sheet as at 31st March 2014, statement of profit and loss and cash flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 under the companies Act 1956(the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on the audit. We had 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 my information and according to the explanations given to us, the financial statements 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 company as at March 31, 2014; and

II. in the case of the Statement of Profit and Loss, of the loss for the year ended on that date.

III. In the case of the cash flow statement, of the cash flows for the year ended 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, as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

1. we have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of audit;

2. in our opinion proper books of account as required by law have been kept by the Company so far as appears from the examination of those books;

3. 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;

4. in our opinion, the Balance Sheet, Statement of Profit and Loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

5. on the basis of written representations received from the directors as on 31 March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to Independent Auditors'' Report of Asia Pack Limited

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date.

1. In respect of its fixed assets:

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

b. The fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as informed by the management.

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

2. In respect of its inventories:

The company does not have any inventory. Accordingly, the provision of Clause 4(ii) of the order is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties:

a. The company has not given any unsecured loan & Advances during the year to any party covered in the register maintained under Section 301 of the Companies Act, 1956 in the previous years.

b. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. a. In our opinion and according to the information and explanation given to us, there are no transactions that need to be entered into the register in pursuance of section 301 of the Act.

b. In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts / arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 with any subsidiary companies, firms or other parties. Consequently, the requirements of the clause 5(b) is not applicable

6. According to the information and explanation given to us, the Company has not accepted any deposit from public in terms of section 58A of the Companies Act, 1956.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1) of the Companies Act 1956 for any of the products of the company.

9. In respect of statutory dues:

a. In our opinion and according to the records of the Company, the company has been regular in depositing its undisputed statutory dues as applicable and including Provident fund, Employees State Insurance, Income tax, Sales tax, and Service tax as applicable with the appropriate authorities except for certain minor delays occasionally. We are informed that there were no liabilities towards Investor Education and Protection Fund, Excise duty or Customs duty or Cess. Further according to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b. As per explanation provided to us, there are no pending demands against the company where any disputes are pending in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty where appeals if any are pending against orders by the concerning department.

10. The Company does not have any accumulated losses at the end of the financial year.

11. Based on the examination of the books of account and related records and according to the Information and explanations given to us, the company has not defaulted in repayment of any dues of banks. The company has not issued any debenture.

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

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

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

16. According to the information and explanations given to us the company did not seek or apply or obtain any term loans during the year and no loans or dues there against were outstanding since earlier periods.

17. According to the information and explanations 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 and vice versa.

18. During the year, the Company has not made any allotment of shares.

19. The Company has neither issued any debentures nor created any securities in respect thereof.

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

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

For Manish Dani & Co. Chartered Accountants Firm Registration Number: 013509 C

Manish Dani Place: Nathdwara Proprietor Date: 30.05.2014 Membership No. 406440

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Mar 31, 2013

We have audited the attached Balance Sheet of ASIAPACK LIMITED as at 31st March, 2013 and the annexed Profit & Loss Account and Cash Flow Statement of the Company 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 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, we enclose in the Annexure hereto 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 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 such books.

c. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account as submitted to us.

d. In our opinion and to the best of our information, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standard referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March , 2013 in terms of Section 274 (1)(g) of the Companies Act 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said accounts read the notes in Note 1 & 19 give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ;

a. In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2013;

b. In the case of the Profit and Loss Account of the Losses for the year ended 31st March, 2013

c. In the case of the cash flow statement, of the cash flows for the year ended for the year ended 31stMarch, 2013;

Annexure to Auditor''s Report of Asia Pack Limited

Referred to in Paragraph 2 of our report of even date

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, on the basis of such checks of books and records of the Company as we considered appropriate and as per information and explanations given to us, we further report that:

1. In respect of its fixed assets:

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

b. The fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as informed by the management.

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected. No fixed assets have been sold during the year.

1. In respect of its inventories:

The company does not have any inventory. Accordingly, the provision of Clause 4(ii) of the order is not applicable.

2. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties:

a. The company had not given any fresh interest free unsecured loan during the year but had given interest free unsecured loan to one party and given interest bearing unsecured loan to two parties amounting to Rs.2.07 crores covered in the registered maintained under Section 301 of the Companies Act, 1956 in the previous years. The maximum amount outstanding at any time during the year and the year end balance is Rs. 6.50 crores only.

b. In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for the said unsecured loan are not prima-facie prejudicial to the interest of the company.

c. The aforesaid loans given by the company are repayable on demand and there is no repayment schedule. Therefore, the question of repayment being regular does not arise.

d. Since the Loans are repayable on demand, the question of overdue amount does not arise.

e. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. a. Consequently, the requirements of the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

4. a. On the basis of checks carried out during the course of our audit and as per Information and explanations given to us, the particulars of the contract or arrangements were required to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956, were duly entered into by the company.

b. There are no transactions made pursuant to such contract or arrangements made exceeding Rs 5.00 Lacs with any said party.

5. According to the information and explanation given to us, the Company has not accepted any deposit from public in terms of section 58Aof the Companies Act, 1956.

6. According to the information and explanation given to us, the Company has not accepted any deposit from public in terms of section 58Aof the Companies Act, 1956.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1) of the Companies Act 1956 for any of the products of the company.

9. In respect of statutory dues: In our opinion and according to the records of the Company, the company has been regular in depositing its undisputed statutory dues as applicable and including Provident fund, Employees State Insurance, Income tax, Sales tax, and Service tax as applicable with the appropriate authorities except for certain minor delays occasionally. We are informed that there were no liabilities towards Investor Education and Protection Fund, Excise duty or Customs duty or Cess. Further according to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

As per explanation provided to us , there are no pending demands against the company where any disputes are pending in respect of income tax , sales tax , service tax , wealth tax , custom duty , excise duty where appeals if any are pending against orders by the concerning department.

10. The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash Losses during the current financial year but not in the immediately preceding financial year.

11. Based on the examination of the books of account and related records and according to the Information and explanations given to us, the company has not defaulted in repayment of any dues of banks. The company has not issued any debenture.

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

13. In our opinion, the Company is not a chit fund or anidhi /mutual benefit fund/Society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

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

16. According to the information and explanations given to us the company did not seek or apply or obtain any term loans during the year and no loans or dues there against were outstanding since earlier periods.

17. According to the information and explanations 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 and vice versa.

18. During the year, the Company has not made any allotment of shares.

19. The Company has neither issued any debentures nor created any securities in respect thereof.

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

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

For, Manish Dani & Co.

Chartered Accountants.

Manish Dani

Proprietor

Memb No. 406440

Place: Udaipur Firm No.-013509 C

Date: 30/05/2013

---

Mar 31, 2011

We have audited the attached Balance Sheet of ASIA PACK LIMITED as at 31st March, 2011 and the annexed Profit & Loss Account and Cash Flow Statement of the Company 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 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, we enclose in the Annexure hereto 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:-

(i) 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.

(ii) 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 such books.

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account as submitted to us.

(iv) In our opinion and to the best of our information, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standard referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

(v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March , 2011 in terms of Section 274 (1)(g) of the Companies Act 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read the notes in Schedule M give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principals generally accepted in India ;

a. In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2011;

b. In the case of the Profit and Loss Account of the Losses for the year ended for the year ended 31st March, 2011 and

c. In the case of the cash flow statement, of the cash flows for the year ended for the year ended 31st March, 2011.

Annexure to Auditors' Report of Asia Pack Limited

Referred to in Paragraph 2 of our report of even date

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, on the basis of such checks of books and records of the Company as we considered appropriate and as per information and explanations given to us, we further report that:

1. In respect of its fixed assets:

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

b. The fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as informed by the management.

c. No fixed assets have been sold during the year.

2. In respect of its inventories:

The company does not have any inventory. Accordingly, the provision of Clause 4(ii) of the order is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties:

a. The company had given an interest free unsecured loan to one party covered in the registered maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year and the year end balance is Rs. 6.50 crores only.

b. In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for the said unsecured loan are not prima-facie prejudicial to the interest of the company.

c. The aforesaid loans given by the company are repayable on demand and there is no repayment schedule. Therefore, the question of repayment being regular does not arise.

d. Since the Loans are repayable on demand, the question of overdue amount does not arise.

a. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of the clause (iii) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. a. On the basis of checks carried out during the course of our audit and as per Information and explanations given to us, the particulars of the contract or arrangements were required to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956, were duly entered into by the company.

b. There are no transactions made pursuant to such contract or arrangements made exceeding Rs 5.00 Lacs with any said party.

6. According to the information and explanation given to us, the Company has not accepted any deposit from public in terms of section 58A of the Companies Act, 1956.

7. The company does have formal internal audit system. The company has appointed one Chartered Accountant for carrying out internal audit function.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1) of the Companies Act 1956 for any of the products of the company.

9. In respect of statutory dues:

a. In our opinion and according to the records of the Company, the company has been regular in depositing its undisputed statutory dues as applicable and including Provident fund, Employees State Insurance, Income tax, Sales tax, and Service tax as applicable with the appropriate authorities except for certain minor delays occasionally. We are informed that there were no liabilities towards Investor Education and Protection Fund, Excise duty or Customs duty or Cess. Further according to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 for a period of more than six months from the date of becoming payable.

b. As per explanation provided to us , there are no pending demands against the company where any disputes are pending in respect of income tax , sales tax , service tax , wealth tax , custom duty , excise duty where appeals if any are pending against orders by the concerning department.

10. The Company does not have any accumulated losses at the end of the financial year. The Company has incurred cash Losses during the current financial year but not in the immediately preceding financial year.

11. Based on the examination of the books of account and related records and according to the Information and explanations given to us, the company has not defaulted in repayment of any dues of banks. The company has not issued any debenture.

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

13. In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund/Society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

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

16. According to the information and explanations given to us the company did not seek or apply or obtain any term loans during the year and no loans or dues there against were outstanding since earlier periods.

17. According to the information and explanations 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 and vice versa.

18. During the year, the Company has not made any allotment of shares.

19. The Company has neither issued any debentures nor created any securities in respect thereof.

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

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

For, Manish Dani & Co.

Chartered Accountants.

sd/-

Manish Dani

Proprietor

Memb No. 406440

Place: Udaipur Firm No.-013509 C

Date: 27.05.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of ASIA PACK LIMITED as at 31st March, 2010 and the annexed Profit & Loss Account and Cash Flow Statement of the Company 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 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 statement. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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 hereto 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:-

(i) 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.

(ii) 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 such books.

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account as submitted to us.

(iv) In our opinion and to the best of our information, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standard referred to in Section 211 (3C) of the Companies Act, 1956 to the extent applicable.

(v) On the basis of written representations received from the directors and taken on record by the Board of Directors, we report that, none of the directors are disqualified as on 31st March, 2009 in terms of Section 274 (1 )(g) of the Companies Act 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read the notes in Schedule M give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principals generally accepted in India;

a. In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2010;

b. In the case of the Profit and Loss Account of the Profit for the year ended 31st March, 2010 and

c. In the case of the cash flow statement, of the cash flows for the year ended 31st March, 2010.





Annexure to Auditors Report of Asia Pack Limited





Referred to in Paragraph 2 of our report of even date

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, on the basis of such checks of books and records of the Company as we considered appropriate and as per information and explanations given to us, we further report that:

1. In respect of its fixed assets:

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

b. The fixed assets have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification as informed by the management.

c. No fixed assets have been sold during the year.

2. In respect of its inventories:

The company does not have any inventory. Accordingly, the provision of Clause 4(ii) of the order is not applicable.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties:

a. The company had given an interest free unsecured loan to one party covered in the registered maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding at any time during the year and the year end balance is Rs. 5.25 crores only.

b. In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for the said unsecured loan are not prima-facie prejudicial to the interest of the company.

c. The aforesaid loans given by the company are repayable on demand and there is no repayment schedule. Therefore, the question of repayment being regular does notarise.

d. Since the Loans are repayable on demand, the question of overdue amount does notarise.

e. The Company has not taken any loan during the year from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Consequently, the requirements of the clause (Hi) (f) and (iii) (g) of paragraph 4 of the order are not applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct any major weaknesses in internal controls.

5. a. On the basis of checks carried out during the course of our audit and as per Information and explanations given to us, the particulars of the contract or arrangements were required to be entered in the register required to be maintained under Section 301 of the Companies Act, 1956, were duly entered into by the company.

b. There are no transactions made pursuant to such contract or arrangements made exceeding Rs 5.00 Lacs with any said party.

6. According to the information and explanation given to us, the Company has not accepted any deposit from public in terms of section 5 8Aofthe Companies Act, 1956.

7. The company does not have any formal internal audit system. However, internal audit of the company has been carried out by an external agency, who has undertaken the same for the year, a formal report of which is awaited.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209( 1) of the Companies Act 195 6 for any of the products of the company.

9. In respect of statutory dues:

a. In our opinion and according to the records of the Company, the company has been regular in depositing its undisputed statutory dues as applicable and including Provident fund, Employees State Insurance, Income tax, Sales tax, and Service tax as applicable with the appropriate authorities except for certain minor delays occasionally. We are informed that there were no liabilities towards Investor Education and Protection Fund, Excise duty or Customs duty or Cess. Further according to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

b. As per explanation provided to us , there are no pending demands against the company where any disputes are pending in respect of income tax, sales tax, service tax, wealth tax, custom duty, excise duty where appeals if any are pending against orders by the concerning department.

10. The Company does not have any accumulated losses at the end of the financial year. The Company has not incurred any cash Losses during the current financial year or in the immediately preceding financial year.

11. Based on the examination of the books of account and related records and according to the information and explanations given to us, the company has not defaulted in repayment of any dues of banks. The company has not issued any debenture.

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

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

14. In our opinion and according to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore clause 4 (xiv) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

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

16. According to the information and explanations given to us the company did not seek or apply or obtain any term loans during the year and no loans or dues there against were outstanding since earlier periods.

17. According to the information and explanations 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 and vice versa.

18. During the year, the Company has not made any allotment of shares.

19. The Company has neither issued any debentures nor created any securities in respect thereof.

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

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



For SARDASONIASSOCIATES Chartered Accountants

sd-/ MANOJ KUMAR JAIN Partner Membership No. 120788

Place: Udaipur Date: 29-05-2010 17