Auditor Report of Cenlub Industries Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To the Members of CENLUB INDUSTRIES LIMITED Report on the Ind-AS financial statements

We have audited the accompanying Ind-AS financial statements of CENLUB INDUSTRIES LIMITED ("the Company") which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (Including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Ind-AS 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 Ind-AS financial statements that give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions 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 the accounting records, relevant to the preparation and presentation of the Ind-AS 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 Ind-AS 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 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 Ind-AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind-AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the Ind-AS 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 Ind-AS financial statements that give a true and 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 Ind-AS 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 Ind-AS financial statements

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind-AS 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 March 31, 2018, and its Profit/Loss (including other comprehensive income), its Cash Flow and the changes in equity for the year ended on that date.

Other Matter

The financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1,

2016 included in these Ind AS Ind-AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by previous Auditor, on which unmodified opinion was expressed dated May 28, 2017 and May 28, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the Company on transition to the Ind AS have been audited by us. Our opinion is not qualified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of subsection (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.

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 and Loss (Including Other Comprehensive Income), the Cash Flow Statement and the Statement of changes in equity dealt with by this report are in agreement with the books of account.

d. in our opinion, the aforesaid Ind-AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

e. On the basis of written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a 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" to this report.

g. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its Ind-AS 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 which were required to be transferred to the Investor Education and Protection Fund by the Company.

"Annexure A" to the Independent Auditors'' Report

Referred to in paragraph 1 under the heading ''Report on Other Legal & Regulatory Requirement'' of our report of even date to the Ind-AS financial statements of the Company for the year ended March 31, 2018, we report that:

1. In respect of the fixed assets of the Company:

(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 in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2. As explained to us, the inventories have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on physical verification

3. The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

4. 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 Companies Act, 2013 In respect of loans, investments, guarantees, and security.

5. 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.

6. As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has generally been regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, GST, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, except Value Added Tax (as detailed below) outstanding on account of any dispute.

Name of the Statute	Nature of Dues	Forum where pending	Period	Amount
VAT Laws	VAT	Commissioner Appeals	2010-11	5,76,466

8. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks.

9. Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

10. Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11. Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

12. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

13. In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Ind-AS financial statements as required by the applicable accounting standards.

14. Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

15. Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

"Annexure B" to the Independent Auditor''s 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 Cenlub Industries Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the Ind-AS financial 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 our 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 respects.

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 Ind-AS 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 Ind-AS 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 Ind-AS 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 broadly 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 March 31, 2018, 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. There is always scope for further improvement.

For SANMARKS & ASSOCIATES

Firm Reg. No. 003343N

(Chartered Accountants)

PLACE: Faridabad (CA. ARVIND GUPTA)

DATE: 30.05.2018 Partner

M.NO: 92101

---

Mar 31, 2015

We have audited the accompanying financial statements of Cenlub Industries Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015 and the Statement of Profit & Loss 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 Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions 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 the accounting records, relevant to the preparation and presentation of these financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Board of Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

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 March 31, 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 ('the Order') issued by the Central Government in terms of Section 143(11) of the Act, 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:

(a) 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.

(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 Statement of Profit and 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 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 the written representations received from the Directors as on March 31, 2015, taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2015 from being appointed as a Director in terms of Section 164 (2) of the Act.

(f) With respect to the other matters to be included in the 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 position in its financial statements as of March 31, 2015;

ii) The Company has no long term contracts, as required under the applicable law or accounting standards, and hence there is no material foreseeable losses on long term contracts;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

1. In respect of the fixed assets of the Company:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of 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 the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of the inventories of the Company:

(a) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the Management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. 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 Act other than a loan / security deposit given to subsidiary company for construction of building which is used by the company. No interest is charged as no rent is given as per the agreement.

No amount is overdue.

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 purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system. However the internal control system needs to be further reviewed to cover-up the possible lapses if any.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Sales Tax and Value Added Tax, Wealth Tax, Service Tax duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable.

(c) There are no dues of Income Tax, Service Tax Wealth Tax, duty of Customs and duty of Excise and Cess except Value Added Tax (as detailed below), which have not been deposited as at March 31, 2015 on account of dispute.

Name of the Statute Nature of Dues Forum where pending

VAT Laws VAT Commissioner Appeals

Name of the Statute Period Amount

VAT Laws 2010-11 5,76,466

(d) The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 and Rules made thereunder within time.

8. The Company has neither accumulated losses at the end of financial year nor incurred any cash loss during the year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank during the year.

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

11. According to the information and explanations given to us, the company has applied term loans for the purpose for which these were taken.

12. During the year the company by its pro-active mechanism had deducted a fraud conducted by an employee of the company for an estimated amount of Rs. 18,23,877/—. However detailed working is being done to find out exact amount of fraud. Fraud had been conducted by HR Manager by forging the employee's signature and by duplicating the number of employees. FIR application against the employee has duly been lodged. Necessary steps have been taken by the company to check this type of fraud in future. The company has been advised to get all its internal controls reviewed from some professional to make them more effective.

For SATISH SINGLA & CO. Firm Regn: No. 000882N (Chartered Accountants)

PLACE: FARIDABAD (CA. SATISH SINGLA) DATE: 28.05.2015 M.NO: 80836

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Mar 31, 2014

We have audited the accompanying financial statements of Cenlub Industries Limited which comprise the Balance Sheet as at 31 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 Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 31 March 2014;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date;

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, 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, 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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. 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.

Referred to in paragraph 3 of our Report of even date

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

(b) A major portion of the fixed assets have been physically verified by the management during the year and there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies have been noticed to such physical verification as compared to the book records.

(c) During the year the Company has not disposed off any substantial part of fixed assets.

2) (a) Physical verification has been carried out by the Management in respect of inventory at reasonable intervals including as on 31.03.2014 as per the records reviewed by us.

(b) Based on explanations and records produced by company, in our view, in relation to the size of the Company and the nature of the business, the procedure of physical verification of inventory followed by the Management during the accounting year are reasonable and adequate .

(c) The Company is maintaining proper records of inventory. As per the information furnished by the management, no material discrepancy was observed between physical inventories and the books records, and the same has been properly dealt with in the books of account.

3) i) According to information and explanation given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of clause 4(ii)(e) to (g) of the order are not applicable to the company and hence not commented upon.

ii) According to information and explanation given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of clause 4(ii)(e) to (g) of the order are not applicable to the company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us during the course of audit, there are internal control procedures, generally considered adequate, commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) (a) According to the information and explanations given to us by the Management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register to be maintained under that section.

(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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) The Company has not accepted, during the year any deposits requiring compliance of the provisions of Section 58 A & section 58AA of the Companies Act, 1956 and the rules framed there under with regard to acceptance of deposits.

7) The Company has an internal audit system, which in our opinion is considered as commensurate with the size of the Company and the nature of its business.

8) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the same.

9) (a) (I) The Company, is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund investor education and protection fund E.S.I. income tax, wealth tax, sales tax custom duty, excise duty, cess and other material statutory dues applicable to it.

(II) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, custom Duty, cess and Excise Duty were outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of the income tax, wealth tax, custom duty except VAT (as detailed below) which have not been deposited on account of any dispute.

Name of the Nature of Forum where pending Period Amount Statute Dues

VAT Laws VAT Commissioner Appeals 2010-11 5,76,466

10) The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding year

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company does not have any debenture holders.

12) According to the information and explanations given to us the Company has not granted loan/advance on the basis of security by way of pledge of shares, debentures and other securities, and accordingly, the maintenance of records in this regard is not relevant for the year

13) The Company is not a chit fund, nidhi or mutual benefit society and accordingly the provisions of para 4 (xiii) of the Companies (Auditor Report) Order'' 2003, are not applicable to the company.

14) The company has maintained proper records for transactions & contracts of trading of shares and (whereas no such transactions have been made during the year). Shares held are in the name of company.

15) In our opinion and according to the information and explanations given to us, no guarantee given by the Company against any loan of any other person.

16) In accordance with the information and explanations given to us, company has taken term loan during the year and this term loan has been applied for the purpose for which it was obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets, except permanent working capital.

18) The Company did not have any outstanding debentures during the year

19) During the year 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.

20) The company has not raised any money by public issue during the year

21) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

For SATISH SINGLA & CO. Firm Regn: No. 000882N (Chartered Accountants)

PLACE: FARIDABAD (CA. SATISH SINGLA) DATE: 30.05.2014 M.NO: 80836

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Cenlub Industries Limited which comprise the Balance Sheet as at 31 March 2013, & 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 Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position & financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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 31 March 2013; ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; 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, 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, 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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31 March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013, 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 AUDITORS'' REPORT

Referred to in paragraph 3 of our Report of even date

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

(b) A major portion of the fixed assets have been physically verified by the management during the year and there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies have been noticed to such physical verification as compared to the book records.

(c) During the year the Company has not disposed off any substantial part of fixed assets.

2) (a) Physical verification has been carried out by the Management in respect of inventory at reasonable intervals including as on 31.03.2013 as per the records reviewed by us.

(b) Based on explanations and records produced by company, in our view, in relation to the size of the Company and the nature of the business, the procedure of physical verification of inventory followed by the Management during the accounting year are reasonable and adequate .

(c) The Company is maintaining proper records of inventory. As per the information furnished by the management, no material discrepancy was observed between physical inventories and the books records, and the same has been properly dealt with in the books of account.

3) i) According to information and explanation given to us, the company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of clause 4(ii)(e) to (g) of the orderare not applicable to the company and hence not commented upon. ii) According to information and explanation given to us, the company has not taken any loans, secured o r unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, provisions of clause 4(ii)(e) to (g) of the order are not applicable to the company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us during the course of audit, there are internal control procedures, generally considered adequate, commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) (a) According to the information and explanations given to us by the Management, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register to be maintained under that section.

(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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) The Company has not accepted, during the year any deposits requiring compliance of the provisions of Section 58 A & section 58AA of the Companies Act, 1956 and the rules framed there under with regard to acceptance of deposits.

7) The Company has an internal audit system, which in our opinion is considered as commensurate with the size of the Company and the nature of its business.

8) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however made a detailed examination of the same.

9) (a) (I) The Company, is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund investor education and protection fund E.S.I. income tax, wealth tax, sales tax custom duty, excise duty, cess and other material statutory dues applicable to it.

(II) According to the information and explanations given to us, no undisputed amounts payable in respect of Income

Tax, Wealth Tax, Sales Tax, custom Duty, cess and Excise Duty were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of the income tax, wealth tax, sales tax, custom duty which have not been deposited on account of any dispute.

10) The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company does not have any debenture holders.

12) According to the information and explanations given to us the Company has not granted loan/advance on the basis of security by way of pledge of shares, debentures and other securities, and accordingly, the maintenance of records in this regard is not relevant for the year.

13) The Company is not a chit fund, nidhi or mutual benefit society and accordingly the provisions of para 4 (xiii) of the Companies (Auditor Report) Order'' 2003, are not applicable to the company.

14) The company has maintained proper records for transactions & contracts of trading of shares and (whereas no such transactions have been made during the year). Shares held are in the name of company.

15) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Company for loan taken by its subsidy M/s Ganpati Handtex Pvt. Ltd. from bank or financial institutions during the year, are not prejudicial to the interest of the company.

16) In accordance with the information and explanations given to us, company has taken term loan during the year and this term loan has been applied for the purpose for which it was obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets ,except permanent working capital.

18) The Company did not have any outstanding debentures during the year.

19) During the year 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.

20) The company has not raised any money by public issue during the year.

21) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

For SATISH SINGLA & CO.

(Chartered Accountants)

Place: FARIDABAD (CA. SATISH SINGLA)

Date: 30.05.2013 M.NO : 80836

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s. Cenlub Industries Ltd., as at 31st March 2012, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date. 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

We conducted our audit In accordance with auditing standards generally accepted In India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit Includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also induces assessing the accounting prindpies used and significant estimates made by management; as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.

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 & 5 of the said order.

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 bolos of accounts, as required by law have been kept by the company so far, as appears from our examination of those books.

c) The Balance Sheet; Profit And Loss Account and Cash Flow statement dealt with are in agreement with by this report with the books of accounts.

d) In our opinion, the Balance Sheet, Profit And Loss Account and Cash Row statement comply with the accounting standards referred to In sub-section (3Q of Section 211 of the Companies Act, 1956 except accounting standard No. 15 referred to in note no. 41.

e) On the basis of the written representations received from the directors as on 31st March 2012, U/S 274 (1) (g) that, They are not disqualified & to be taken on record by the Board of Directors.

f) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read with the Accounting policies and notes thereon give the Information required by the Companies Act, 1956, In the manner so required, and give a true and lair view in conformity with the accounting principles generally accepted in India In the case of the Balance Sheet; of the state of affairs of the company as at 31st March, 2012

g) In the case of the Profit and Loss account of the profit fbr the year ended on that date and in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

Referred to In paragraph 3 of our Report of even date

1. (a) The company has maintained proper records showing full particulars Including quantitative details and situation of Its fixed assets.

(b) A major portion of the fixed assets have been physically verified by the management during the year and there Is a regular program of verification which In our opinion, Is reasonable having regard to the size of the company and the nature of Its assets. According to the information and explanations given to us, no material discrepancies have been noticed to such physical verification as compared to the book records.

(c) During the year the Company has not disposed off any substantial part of fixed assets.

2) (a) Physical verification has been carved out by the Management In respect of Inventory at reasonable Intervals Including as on 31.03.2012 as per the records reviewed by us.

(b) Based on explanations and records produced by company, in our view, in relation to the size of the Company and the nature of the business, the procedure of physical verification of inventory followed by the Management during the accounting year are reasonable and adequate .

(c) The Company is maintaining proper records of inventory. As per the information furnished by the management, no material discrepancy was observed between physical Inventories and the books records, and the same has been property dealt with In the books of account.

3) The company has during the year, neither granted nor taken any loans, secured or unsecured from companies, firms or other parties coveted In the register maintained under Section 301 of the Companies Act, 1956 and accordingly the question of repayment of principal/ interest or any overdoes, is not relevant

4) In our opinion and according to the information and explanations given to us during the course of audit, there are internal control procedures, generally considered adequate, commensurate with the size of the Company and the nature of Its business for purchases of Inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) (a) According to the Information and explanations given to us by the Management, we are of the opinion that the particulars of contracts or arrangements referred to In Section 301 of the Companies Act, 1956 have been entered In the register to be maintained under that section.

(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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) The Company has not accepted, during the year any deposits requiring compliance of the provisions of Section 58 A & section 58AA of the Companies Act, 1956 and the rules framed there under with regard to acceptance of deposits.

7} The Company has an Internal audit system, which In our opinion Is considered as commensurate with the size of the Company and the nature of its business.

8) As explained to us, the Central Government has not prescribed under Section 209(l)(d) of the Companies Act 1956, the maintenance of cost records In respect of the Company's business.

9) (a) CO The Company, is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund Investor education and protection fund E.S.I. Income tax, wealth tax, sales tax custom duty, excise duty, cess and other material statutory dues applicable to It.

(b) According to the Information and explanations given to us, no undisputed amounts payable In respect of Income "fax, Wealth Tax, Sales Tax, custom Duty, cess and Excise Duty were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(c) According to the Information and explanations given to us, there are no dues of the Income tax, wealth tax, sales tax, custom duty which have not been deposited on account of any dispute.

10) The Company has neither accumulated losses at the end of the financial year nor Incurred cash losses during the year and In the immediately preceding year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial Institution or bank. The Company does not have any debenture holders.

12) According to the information and explanations given to us the Company has not granted loan/advance on the basis of security by way of pledge of shares, debentures and other securities, and accordingly, the maintenance of records In this regard Is not relevant for the year.

13) The Company is not a chit fund, nidhi or mutual benefit society and accordingly the provisions of para 4 (xiii) of the Companies (Auditor Report) Order' 2003, are not applicable to the company.

14) The company has maintained proper records for transactions & contracts of trading of shares and timely entries have been made. Shares held are In the name of company.

15) In accordance with the Information and explanations given to us, Company has not given any guarantees for loans taken by others from bank of financial institutions.

16) In accordance with the Information and explanations given to us, company has taken term loan during the year and this term loan has been applied for the purpose for which it was obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term Investment. No long term funds have been used to finance short term assets .except permanent working capital.

18) The company has not raised any money by public Issue during the year.

19) According to the Information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

20) The Company did not have any outstanding debentures during the year.

21) During the year 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.

For SATISH SINGLA & CO.

(Chartered Accountants)

Place: FARIDABAD

(CA. SATISH SINGLA)

Date: 04.08.2012 M.NO: 80836

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s. Cenlub Industries Ltd., as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date. 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.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in 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 statements. We believe that our audit provides a reasonable basis for our opinion.

3. 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 & 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that: -

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

ii. In our opinion, proper books of accounts, as required by law have been kept by the company so far, as appears from our examination of those books.

iii. The Balance Sheet, Profit And Loss Account and Cash Flow statement dealt with are in agreement with by this report with the books of accounts.

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

v. On the basis of the written representations received from the directors as on 31st March 2010, U/S 274 (1) (g) that, They are not disqualified & to be taken on record by the Board of Directors.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Accounting policies and notes thereon 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, 2010

b) In the case of the Profit and Loss account of the profit of the company for the year ended on that date and in the case of Cash Flow Statement, of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our Report of even date

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

(b) A major portion of the fixed assets have been physically verified by the management during the year and there is a regular program of verification which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. According to the information and explanations given to us, no material discrepancies have been noticed to such physical verification as compared to the book records.

(c) During the year the Company has not disposed off any substantial part of fixed assets.

2) (a) Physical verification has been carried out by the Management in respect of inventory at reasonable intervals including as on 31.03.2010 as per the records reviewed by us.

(b) Based on explanations and records produced by company, in our view, in relation to the size of the Company and the nature of the business, the procedure of physical verification of inventory followed by the Management during the accounting year are reasonable and adequate .

(c) The Company is maintaining proper records of inventory. As per the information furnished by the management, no material discrepancy was observed between physical inventories and the books records, and the same has been properly dealt with in the books of account.

3) The company has during the year, neither granted nor taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956 and accordingly the question of repayment of principal/ interest or any overdues, is not relevant.

4) In our opinion and according to the information and explanations given to us during the course of audit, there are internal control procedures, generally considered adequate, commensurate with the size of the Company and the nature of its business for purchases of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) (a) According to the information and explanations given to us by the Management ,we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act,1956 have been entered in the register to be maintained under that section.

(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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6) The Company has not accepted, during the year any deposits requiring compliance of the provisions of Section 58 A & section 58AA of the Companies Act, 1956 and the rules framed there under with regard to acceptance of deposits.

7) The Company has an internal audit system, which in our opinion is considered as commensurate with the size of the Company and the nature of its business.

8) As explained to us, the Central Government has not prescribed under Section 209(1)(d) of the Companies Act 1956, the maintenance of cost records in respect of the Companys business.

9) (a) (I) The Company, is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund investor education and protection fund E.S.I. income tax, wealth tax, sales tax custom duty, excise duty, cess and other material statutory dues applicable to it.

(II) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, custom Duty, cess and Excise Duty were outstanding as at 31st March 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of the income tax, wealth tax, sales tax, custom duty which have not been deposited on account of any dispute.

10) The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding year.

11) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company does not have any debenture holders.

12) According to the information and explanations given to us the Company has not granted loan/advance on the basis of security by way of pledge of shares, debentures and other securities, and accordingly, the maintenance of records in this regard is not relevant for the year.

13) The Company is not a chit fund, nidhi or mutual benefit society and accordingly the provisions of para 4 (xiii) of the Companies (Auditor Report) Order 2003, are not applicable to the company.

14) The company has maintained proper records for transactions & contracts of trading of shares and timely entries have been made. Shares held are in the name of company.

15) In accordance with the information and explanations given to us, Company has not given any guarantees for loans taken by others from bank of financial institutions.

16) In accordance with the information and explanations given to us, company has taken term loan during the year and this term loan has been applied for the purpose for which it was obtained.

17) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets ,except permanent working capital.

18) The company has not raised any money by public issue during the year.

19) According to the information and explanation given to us, no fraud on or by the Company has been noticed or reported during the course of our audit

20) The Company did not have any outstanding debentures during the year.

21) During the year 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.



For SATISH SINGLA & CO.

(Chartered Accountants)

PLACE: FARIDABAD (SATISH SINGLA)

DATE: 24.07.2010 M.NO: 80836