Auditor Report of Contil India Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Contil India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2015, and 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

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 stand alone 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 (as amended). This responsibility also includes the 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 the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment 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 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 stand alone 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 stand alone 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 of the financial statements that give true and fair view 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 companies' 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 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 March 31,2015;

b) in the case of the Profit and Loss Account, 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 and Regulatory Requirements

As required by the Companies (auditor's Report) Order, 2015 issued by the Central Government of India in terms of Sub Section (11) of Section 143 of the Act (the "order") 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 give in the Annexure a statement on matters specified in paragraphs 3 and 4 of the Order 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, 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 the aforesaid standalone financial statements comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014 (as amended).

e. On the basis of written representations received from the directors as on March 31, 2015, and 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 sub section (2) of section 164 of the Companies Act, 2013.

f. 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 (as amended) in our opinion and to best of our information and according to the explanation given to us.

1) The company has no pending litigation which can impact its financial position.

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

3) There has been no delay in transferring amounts, required to be transferred, to the investor's education and protection fund by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in the paragraph of our report of even date on other legal and regulatory requirements)

(I) In Respect of Fixed Assets

(a) the company is not maintaining proper records showing full particulars, including quantitative details and situation of fixed assets

(b) We are informed that, management at reasonable interval have physically verified the Fixed Assets and no material discrepancies were noticed on such verification. However the records indicating physical verification are not produced for our verification.

(ii) In Respect of its Inventories

(a) In our opinion,, the company is primarily engaged in investment activities which does not involve maintenance of any inventory. As regards company's trading business, the management had followed reasonable and adequate procedures of physical verification of inventories at the end of the year.

(b) in absence of the adequate evidence produced before us for the verification, relating to physical verification of inventory, we are not in a position to comment upon the reasonableness as to frequency and procedures.

(c) The company is maintaining proper records of Inventory, The discrepancies noticed on verification between the physical stock and the book records were not material.

(iii) In Respect of the loan, secured, unsecured, granted by the company to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act 2013.

The company has neither granted nor taken any loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly sub clause (a) and (b) are not applicable.

(iv) In our opinion and according the information and explanations given to us, there are adequate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to information give to us The company has not accepted deposits from the public.

(vi) We are informed that the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the activities carried on by the company

(vii) In respect of statutory due

(a) The company is generally been regular in depositing with appropriate authorities undisputed statutory dues including employees' state Insurance, income tax, sales tax, excise duty, cess and other material statutory dues applicable to it. however, there has been slight delay in a few cases. According to the information and explanations give to us, no undisputed amounts payable in respect of income tax, sales tax, excise duty and cess were in arrears, as at 31/3/2015 for a period of more than six month from the date they become payable.

(b) No dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess and disputes are pending.

(c) According to the record of the company, there are no amount that are due to be transferred to the Investor Education fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The company has no accumulated losses as at the end of the financial year and has not incurred cash losses in the financial year ended on that date and in the immediately preceding financial year.

(ix) In our opinion and according the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, or bank.

(x) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions during the year. Accordingly the provisions of Clause 3(x) of the Order are not applicable to the company.

(xi) According to the information and explanations given to us and on an overall examination, the company has not availed any term loan during the year. This clause is not applicable.

(xii) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For R INDRAJIT & ASSOCIATES CHARTERED ACCOUNTANTS ICAI Firm Regn. No.117488W

(CA PIYUSH I. SHAH) Date : 30-05-2015 PROPRIETOR Place : Vadodara M. No. - 103665

---

Mar 31, 2014

Report on Financial Statements

We have audited the accompanying financial statements of Contil India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and 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 and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(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 Profit and Loss Account, 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 year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by 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 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 subsection (3C) of section 211 of the Companies Act. 1956;

e) on the basis of written representations received from the directors, as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014 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 INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date on other legal and regulatory requirements)

(i) The company has maintained proper records showing full particulars including quantitative details and situation of fixed asset and to produce the same for the verification.

All the assets have not been physically verified by the management during the year, but as explained, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed no material discrepancies were noticed on such verification.

During the year, substantial parts of the Fixed Assets have not been disposed off by the company.

(ii) The company is primarily engaged in investment activities which does not involve maintenance of any inventory. As regards company''s business of trading of commodities, the management had followed reasonable and adequate procedures of physical verification of inventories at the end of the year. The company is maintaining the proper record of inventory, the discrepancies noticed on verification between the physical stock and the book records were not material. However, in absence of the adequate evidence produced before us for the verification, relating to physical verification of inventory, we are not a position to comment upon the reasonableness as to frequency and procedures.

(iii) The company has neither granted not taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(iv) In our opinion and according the information and explanations given to us, management has established an adequate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, no, major weakness has been noticed in the internal control system in respect of these areas.

(v) According to the information and explanations given to us, we are of the opinion that wherever the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered subclause (b)is not applicable.

(vi) The company has not accepted deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the company has no internal audit system commensurate with its size and the nature of its business.

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the activities carried on by the company.

(ix) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, and cess were in arrears, as at 31/03/2014 for a period of more than six month from the date they become payable.

(x) The company do not have any accumulated losses at the end of the financial year nor the company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The company has neither taken any loans from a financial institutions and a bank nor issued any debenture. Accordingly clause 4(xii) of the order is not applicable.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Considering the nature of activities carried on by the company, it is not a chit fund or a nidhi/benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to company.

(xiv) The company has maintained proper records of all the transaction of shares, securities and other investment. According to the information and explanation given to us and found from the records that the company is making timely entries in records.

In our opinion and according to the information and explanation given to us, the company held the share, security, debentures and other securities in the name of the company.

(xv) As informed to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any Term Loan/s during the year.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. All assets have been funded by share holder''s fund.

(xviii) 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 Act.

(xix) The company has not issued any debentures.

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

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For P. INDRAJIT & ASSOCIATES CHARTERED ACCOUNTANTS Firm Regn. No. 117488W

(CA PIYUSH I. SHAH) Date : 30/05/2014 PROPRIETOR Place : Vadodara M. No. 103665

---

Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Contil India Limited ("the Company"), which comprise the Balance Sheet as at March 31,2013, and 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 and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit 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 3 l!l March, 2013;

(b) In the case of the Profit and Loss Account, of the profit/loss for the year ended on that date: and

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

Report on Other Legal and Regulatory Requirements

1. As required by 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 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 subsection (3C) of section 211 of the Companies Act. 1956;

e) on the basis of written representations received from the directors, as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013 from being appointed as a director in terms of clause (g) of sub-section (1} of section 274of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date on other legal and regulatory requirements)

(i) The company has maintained proper records showing full particulars including quantitative details and situation of fixed asset and to produce the same for the verification.

All the assets have not been physically verified by the management during the year, but as explained, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed no material discrepancies were noticed on such verification.

During the year, substantial parts of the Fixed Assets have not been disposed off by the company.

(ii) The company is primarily engaged in investment activities which does not involve maintenance of any inventory.

(iii) The company has neither granted not taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(iv) In our opinion and according the information and explanations given to us, management has established an adequate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, no, major weakness has been noticed in the internal control system in respect of these areas.

(v) According to the information and explanations given to us, we are of the opinion that wherever the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered subclause (b)is not applicable.

(vi) The company has not accepted deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the company has no internal audit system commensurate with its size and the nature of its business.

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209{1) (d) of the Companies Act, 1956 for the activities carried on by the company.

(ix) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of incometax, sales tax, and cess were in arrears, as at 31/03/2013 for a period of more than six month from the date they become payable.

(x) The company do not have any accumulated losses at the end of the financial year nor the company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The company has neither taken any loans from a financial institutions and a bank nor issued any debenture. Accordingly clause 4(xii) of the order is not applicable.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Considering the nature of activities carried on by the company, it is not a chit fund or a nidhi/benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to company.

(xiv)The company has maintained proper records of all the transaction of shares, securities and other investment. According to the information and explanation given to us and found from the records that the company is making timely entries in records.

In our opinion and according to the information and explanation given to us, the company held the share, security, debentures and other securities in the name of the company

(xv) As informed to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi)The company has not taken any Term Loan/s during the year.

(xvii)According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. All assets have been funded by share holder''s fund.

(xviii) 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 Act.

(xix)The company has not issued any debentures.

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

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For P. INDRAJIT & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regn.No. 117488W

(CA PIYUSH I. SHAH)

Date : 30/05/2013 PROPRIETOR

Place : Vadodara M- Na 103665

---

Mar 31, 2011

1. We have audited the attached balance sheet of CONTIL INDIA LTD., as at 31st March, 2011 and the profit and loss account for the year ended on the date annexed thereof. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

2. We conducted our audit in accordance with the 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by Companies (Auditor's Report) Order 2003, issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, 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 herewith in the annexure a statement of matter specified therein.

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 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, profit and loss account dealt with by this report are in agreement with the books of account

(iv) In our opinion, the balance sheet, profit and loss account dealt with the by this report comply with the accounting standards referred to in sub-section (3C) ofsection211 of the companies Act. 1956.

(v) On the basis of written representations received from the Directors, as on 31st March, 2011 and taken on record by the Board or Directors. We report that none of the Directors is disqualified as on 31st March, 2011 from being appointed as a Director in terms of clause (g) of section 274 of the companies Act, 1956.

(vi) In our opinion and to the best of our information and according the explanations give to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give 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, 2011 and

(b) In the case of the profit and loss account of the profit for the year ended on that date.

(c) In the case of the Cash flow statement if the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(REFFERED TO IN PARA 1 OF OUR REPORT OF EVEN DATE)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed asset and to produce the same for the verification.

All the assets have not been physically verified by the management during the year, but as explained, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed no material discrepancies were noticed on such verification.

During the year, substantial parts of the Fixed Assets have not been disposed off by the company.

(ii) The company is primarily engaged in investment activities which does not involve maintenance of any inventory. As regards company's business of trading of commodities, the management had followed reasonable and adequate procedures of physically verification of inventories at the end of the year. The company is maintaining the proper record of inventory, the discrepancies noticed on verification between the physical stock and the book records were not material. However, in absence of the adequate evidence produced before us for the verification, relating to physical verification of inventory, we are not in position to comment upon the reasonableness as to frequency and procedures.

(iii) The company has neither granted not taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub clause (b), (c) and [d) are not applicable.

[iv) In our opinion and according the information and explanations given to us, management has established an adequate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, no, major weakness has been noticed in the internal control system in respect of these areas.

[v) According to the information and explanations given to us, we are of the opinion that wherever the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered sub clause (b)is not applicable.

(vi) The company has not accepted deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

[vii) In our opinion, the company has no internal audit system commensurate with its size and the nature of its business.

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for the activities carried on by the company.

[ix) The company is regular in depositing with appropriate authorities undisputed statutory dues including employees' state insurance, income tax, sales tax, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, excise duty and cess were in arrears, as at 31 /03/2011 for a period of more than six month from the date they become payable. On the basis of information and explanations given to us and the relevant documents produced before us, the following dues have not been deposited on account of dispute.

Name of the Nature of dues Amount (Rs.in Years to which the Forum where dispute

statute lacs) amount relates is pending

Income Tax Act Interest Tax 0.27 A.Y. 1996-97 ITAT Appeal order demand effect not given.

[x) The company do not have any accumulated losses at the end of the financial year nor the company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The company has neither taken any loans from a financial institutions and a bank nor issued any debenture. Accordingly clause 4(xii) of the order is not applicable.

[xii) The company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

(xiii) Considering the nature of activities carried on by the company, it is not a chit fund or a nidhi/ benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to company.

(xiv) The company has maintained proper records of all the transaction of shares, securities and other investment. According to the information and explanation given to us and found from the records that the company is making timely entries in records.

In our opinion and according to the information and explanation given to us, the company held the share, security, debentures and other securities in the name of the company except to the extent of the exemption granted u/s 49 of the Act.

(xv) As informed to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any Term Loan/s during the year.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. All assets have been funded by share holder's fund.

(xviii) 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 Act.

(xix) The company has not issued any debentures.

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

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR P. INDRAJIT& ASSOCIATES CHARTERED ACCOUNTANTS ICAI Firm Regn. No. 117488W

DATED: 30.05.2011 PLACE :VADODARA (PIYUSHI.SHAH)

PROPRIETOR M.No. 103665

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Mar 31, 2010

1. We have audited the attached balance sheet of CONTIL INDIA LTD., as at 31st March, 2010 and the profit and loss account for the year ended on the date annexed thereof. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on the financial statements based on our audit.

2. We conducted our audit in accordance with the 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 statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by 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, 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 herewith in the annexure a statement of matter specified therein.

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 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, profit and loss account dealt with by this report are in agreement with the books of account

(iv) In our opinion, the balance sheet, profit and loss account dealt with the by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the companies Act. 1956.

(v) On the basis of written representations received from the Directors, as on 31st March, 2010 and taken on record by the Board or Directors. We report that none of the Directors is disqualified as on 31 March, 2010 from being appointed as a Directorin terms of clause (g) of section 274 of the companies Act, 1956.

(vi) In our opinion and to the best of our information and according the explanations give to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give 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 and

(b) In the case of the profit and loss account of the profit for the year ended on that date.

(c) In the case of the Cash flow statement if the cash flows of the company for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT



(REFFERED TO IN PARA 1 OF OUR REPORT OF EVEN DATE)

1. The company has maintained proper records showing full particulars including quantitative details and situation of fixed asset and to produce the same for the verification.

All the assets have not been physically verified by the management during the year, but as explained, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. As informed no material discrepancies were noticed on such verification.

During the year, substantial parts of the Fixed Assets have not been disposed off by the company.

(ii) The company is primarily engaged in investment activities which does not involve maintenance of any inventory. As regards companys business of trading of commodities, the management had followed reasonable and adequate procedures of physically verification of inventories of the end of the year. The company is maintaining the proper record of inventory, the discrepancies noticed on verification between the physical stock and the book records were not material. However, in absence of the adequate evidence produced before us for the verification, relating to physical verification of inventory, we are not in position to comment upon the reasonableness as to frequency and procedures.

(iii) The company has neither granted not taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956. Accordingly sub clause (b), (c) and (d) are not applicable.

(iv) In our opinion and according the information and explanations given to us, management has established an adequate internal controls procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods/services. During the course of our audit, no, major weakness has been noticed in the internal control system in respect of these areas.

(v) According to the information and explanations given to us, we are of the opinion that where ever the transaction that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered subclause (b)is not applicable. .

(vi) The company has not accepted deposits under the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) In our opinion, the company has no internal audit system commensurate with its size and the nature of its business.

(viii) We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956for the activities carried on by the company.

(ix) The company is regular in depositing with appropriate authorities undisputed statutory dues including employees state insurance, income tax, sales tax, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, excise duty and cess were in arrears, as at31/03/2010for a period of more than six month from the date they become payable.

On the basis of information and explanations given to us and the relevant documents produced before us, the following dues have not been deposited on account of dispute.

Name of the Nature of dues Amount Years to Forum where (Rs in which the dispute statute lacs) amount relates is pending

Income Tax Act Interest Tax 027 A.Y. 1996-97 ITAT Appeal order demand effect not given.

(x) The company do not have any accumulated losses at the end of the financial year nor the company has incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The company has neither taken any loans from a financial institutions and a bank nor issued any debenture. Accordingly clause 4(xii) of the order is not applicable.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Considering the nature of activities carried on by the company, it is not a chit fund or a nidhi/ benefit fund/ society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to company.

(xiv) The company has maintained proper records of all the transaction of shares, securities and other investment. According ot the information and explanation given to us and found from the records that the company is making timely entries in records.

In our opinion and according to the information and explanation given to us, the company held the share, security, debentures and other securities in the name of the company except to the extent of the exemption granted u/s 49 of the Act.

(xv) As informed to us, the company has not given any guarantees for loans taken by others from banks or financial institutions.

(xvi) The company has not taken any Term Loan/s during the year.

(xvii) According to the information and explanations given to us and on overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. All assets have been funded by share holders fund.

(xviii) 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 Act.

(xix) The company has not issued any debentures.

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

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR P. INDRAJIT& ASSOCIATES

CHARTERED ACCOUNTANTS

DATED: 31.05.2010

PLACE :VADODARA (PIYUSHI. SHAH)

PROPRIETOR