Auditor Report of Ceeta Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of CEETA INDUSTRIES LIMITED which comprise the Balance Sheet as at 31st March, 2015, 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 Statement

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

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true & fair view 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015.

(b) In the case of the Statement of Profit and Loss of the Profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement of the cash flows for the year ended on that date. Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order,2015 (the Order) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a Statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

(ii) 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.

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

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

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

(vi) With respect to the other matters included in the Auditor's Report and to the best of our information and according to the explanations given to us:

(a) The Company does not have any pending litigations which would impact its financial position.

(b) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(c) There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditor's Report

(I) (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 at reasonable intervals and no material discrepancies have been noticed on such verification.

(ii) (a) As informed to us, the Company has conducted physical verification of inventories at reasonable intervals;

(b) The procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business;

(c) Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans to body corporate covered in the Register maintained under section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanation given to us there are adequate internal control systems commensurate with the size of the company and the nature of the business. During the course of our audit no major mistakes has been noticed in the internal control.

(v) The Company has not accepted any deposits.

(vi) To the best of our knowledge and as explained, the company is not engaged in production, processing, manufacturing or mining activities. Hence in our opinion the provisions of sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the company.

(vii) (a) According to the records of the company the company is regular in depositing undisputed statutory dues including income tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us there are no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, wealth tax, service tax, sales tax, customs duty, excise duty, value added tax and cess which were outstanding as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) The company has disputed the demands raised by the Sales Tax Department and the details of the same are given below:

Year of Dispute Forum Amount (Rs.)

1988-89 Orissa Sales Tax Tribunal, Cuttack 20,49,049/-

1998-99 Rajasthan Tax Board, Ajmer 7,93,971/-

(c) There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The Company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in current financial year or in the immediately preceding financial year.

(ix) Based on our audit procedures and the information and explanation given by the management the company has no dues to financial institution or bank or debenture holders.

(x) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi) The Company has not raised any term loans during the year.

(xii) Based on information and explanations furnished by the Management, which have been relied upon by us there were no frauds on or by the Company noticed or reported during the year.

FOR G. K. TULSYAN & CO. CHARTERED ACCOUNTANTS FIRM REGISTRATION NUMBER: 323246E

G.K.Tulsyan PARTNER Membership No.50511 4,Gangadhar Babu Lane, Kolkata-700012

Dated : the 30th day of May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of CEETA INDUSTRIES LIMITED ( "The Company") which comprise the Balance Sheet as at 31st March, 2014 , the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statement

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 Flow of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of the 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:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

(b) In the case of the Statement of Profit and Loss of the Profit for the year ended on that date; and

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

Report on Other Legal & Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956 and sub-section (11) of section 143 of the Companies Act, 2013, 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:

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

ii) 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.

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

iv) In our opinion, the Balance Sheet , Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September, 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies act, 2013.

v) On the basis of written representations received from the directors, as on 31st March, 2014, and taken on record by the Board of Directors,we report that none of the directors is dis-qualified as on 31st 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 the Auditor''s Report

The Annexure referred to in our report to the members of Ceeta Industries Limited ("THE Company") for the year ended 31st March, 2014. 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) 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 Fixed Assets.

(c) Since there is no substantial disposal of fixed assets during the year , the preparation of financial statement on a going concern basis is not affected on this account.

2. In respect of its inventories:

(a) As explained to us the stocks of finished goods, stores and raw materials have been physically verified by the Management during the year at reasonable intervals. The frequency of such verification is reasonable having regard to the size of the Company and the nature of its business.

(b) In our opinion and according to the information and explanation given to us the procedures of physical verification of the above referred stock followed by the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventories.

(d) As explained to us no material discrepancies were noticed on physical verification of the stocks of raw materials, finished goods and packing materials as compared to the book records.

3. (a) According to the information and explanations given to us the Company has granted unsecured loan of Rs. 9150000/- to 2 (two) Companies covered in the register maintained under section 301 of the Companies Act, 1956 and Section 189 of the Companies Act, 2013 having year end outstanding balance NIL.

(b) As informed to us and as per books of accounts , the company has accepted unsecured loan of Rs. 6,00,000/- from 1 (one) related parties mentioned in the register under section 301 of the companies act ,1956 having year end outstanding as on 31/3/2014 balance NIL.The rate of interest and other terms & conditions to which loan have been granted are prima- facies not prejudicial to the interest of the company.

(c ) The principal amount of loan is repayable on demand

(d) There has been no over due amount of more than 6 months outstanding

(iv) 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 the business for purchase and disposal of Investment. During the course of our audit no major mistakes has been noticed in the internal control.

(v) According to the information and explanations provided, we are of the opinion that there have been no transactions that need to be entered into the register maintained under Section 301 and hence clause (v) (b) is also not applicable.

(vi) The Company has not accepted any deposit from public within the meaning of Section 58A and 58AA of the Companies Act, 1956.

(vii) In our opinion, the Company has internally designed internal audit System commensurate with the size and nature of the business

(viii) To the best of our knowledge and as explained, the company is not engaged in production, processing, manufacturing or mining activities. Hence ,in our opinion the provision of sec 209 (1) (d) of Companies Act,1956 is not applicable to the company.

(ix) (a) According to the records of the company the company is regular in depositing undisputed statutory dues including income tax and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which were outstanding at the year end for a period of more than six months from the date they became payable.

(b) There are no dues outstanding of sales tax, custom duty excise duty, income tax and cess on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year. The company has not incurred cash losses in current financial year or in the immediately preceding financial year.

(xi) Based on our audit procedures and the information and explanation given by the management the company has no dues to financial institution or bank or debenture holders. There were no debenture holders at any time during the year.

(xii) According to 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 the security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

(xiv) According to information and explanations given to us and based on the documents and records produced to us, during the year the Company has maintained proper records of the transactions in respect of investments and timely entries have been made therein. The share and other investments have been held by the company in its own name.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not raised any term loans during the year..

(xvii) In our opinion no short term funds have been utilized for long term purposes

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 .

(xix) The Company did not have any outstanding debenture during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based on information and explanations furnished by the Management, which have been relied upon by us there were no frauds on or by the Company noticed or reported during the year.

For G. K. TULSYAN & COMPANY CHARTERED ACCOUNTANTS, Registration No. 323246E

G.K. Tulsyan PARTNER Membership No. 50511

4, Gangadhar Babu Lane, Kolkata-700012 Dated : the 30th day of May, 2014.

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Mar 31, 2010

We have audited the attached Balance Sheet of Ceeta Industries Limited as at 31st March, 2010 and also the Profit and 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.

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 from material mistakes. An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion.

In accordance with the provisions of Section 227 of the Companies Act, 1956, we report that:

01. As required by the Companies (Auditors Report) Order, 2003, issued by the Government of India under Sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we enclose in the Annexure a statement on the matters specified in Paragraph 4 and 5 of the said order.

02. 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 purposes of our audit.

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

(c) The Balance Sheet and Profit and 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 dealt with by this report comply with the accounting standards referred to in-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of written representation received from the directors, as on 31 st March, 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March, 2010, from being appointed as a director in the terms of 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 explanations given to us, the said accounts give the information as required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(i) in the case of Balance sheet, of the state of affairs of the Company as at 31st March, 2010, and

(ii) in the case of the Profit and Loss Account of the Profit for the year ended on that date.

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

Annexure referred to in Paragraph No. (1) to our report of even date on the basis of such checks as we consider appropriate and in terms of information and explanations given to us, we state as follows :

01. (a) The Company maintains prooer records showing full particulars including quantitative details and situation of fixed assets.

(b) The Fixed Assets are physically verified by the management at reasonable intervals and no material discrepancies between the books of records and the physical inventory have been noticed.

(c) The company has not disposed off a substantial part of fixed assets during the year which would not affect the going concern of the company.

02. (a) As explained to us, the inventories have been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable.

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

(c) The company maintains proper records of inventory. No discrepancies were noticed on verification between the physical stocks and the books of records.

03. (a) According to the information and explanations given to us, the company has not given any unsecured loans to any company covered in the register maintained u/s.301 of the Companies Act, 1956 during the year. Therefore Point (b), (c) & (d) is not applicable.

(e)As informed to us and as per books of accounts, the company has taken unsecured loan from Eight (8) group companies, mentioned in the register maintained under Section 301 of the Companies Act, 1956 and the balance out standing as at 31.03.2010 is amounting Rs.83837323.

(f) In our opinion, the rate of interest and other terms and conditions of the loan taken, are prima facie not prejudicial to the interest of the company

04. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of itsbusiness for the purchase of inventory, fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

05. (a) According to the information and explanations, in our opinion, the transactions that need to be entered in to the Register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

06. The company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Act and the rules framed there under.

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

08. As informed to us, the Central Government has not prescribed the maintenance of cost records u/s. 209(1 )(d) of the Companies Act, 1956

09. (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, custom duty, excise duty, cess and other material statutory dues as applicable with appropriate authorities and there were no such outstandings as on 31st March, 2010 for a period of six months from the date they became payable. (b) According to the information and explanations given to us and the records of the company examined by us, the particulars of sales tax, excise duty as at 31st March, 2010, which have not been deposited on account of disputes pending are as follows :

Name of the Nature of Amount Forum where Statute disputed dues Rs. dispute is pending

Various Sales Tax & Central Demand of 9821910 Orissa Sales Tax Sales Tax Act, 1961 Sales Tax Tribunal, Cuttack

Rajasthan Sales Tax & Demand of Sales Tax R.S.T. Rs. The Rajasthan Central Sales Tax 791025/- and Tax Board, Ajmer CST Rs.2496/-

Central Sales Tax Demand of Sales Tax C.S.T. of Rs. The Comme -rcial Tax 1,73,06,671 /- (Recovery) Dept., Tumkur

10. The companys accumulated losses at the end of the financial year were more than 50% of its net worth. The company did not incur any cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

11. The Company has not taken any secured loan from Bank or Financial Institution during the year, and has not defaulted in repayment of the instalments of its secured loan taken in earlier years, as applicable.

12. According to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

13. According to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund / societies.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, debentures or other investments and hence paragraph 4(xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the company has not given any guarantee forloans taken by others from banks or financial institutions.

16. According to the information and explanations given to us, the company has not taken any term loans during the year and hence requirement of reporting regarding application of term loans does not arise.

17. In our opinion and according to the information and explanations given to us and shown by the records examined by us, no fund raised on short term basis have been used for long term investment and vice versa during the year.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act.

19. According to the information and explanations given to us, the company has not issued any debenture.

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

21. During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instances of material fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by management.

For G.K.Tulsyan & Company

Chartered Accountants

Firms Registration No. 323246E

4, Gangadhar Babu Lane G.K.Tulsyan

Kolkata-700 012 Partner

Dated: the 301h day of July, 2010 Membership No.50511