Auditor Report of Delta Industrial Resources Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of Delta Industrial Resources Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

Auditors' 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 misstatements.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31.2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), as amended, issued by the Central Government in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

c) The Balance Sheet, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act.

e) On the basis of the 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 Section 274(1)(g) of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DELTA INDUSTRIAL RESOURCES LIMITED

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date of Delta Industrial Resources Limited for the year ended 31st March, 2013)

On the basis of such checks we considered appropriate and in terms of the information and explains given to us. we state that: -

1 Based on our scrutiny of the company's books of account and other records and according to the information and explanations received by us from the management, we are of the opinion that the question of commenting on maintenance of proper records of fixed assets, physical verification of fixed assets and any substantial sale thereof does not arise since the company had no fixed assets as on balance sheet nor at any time during the financial year ended 31st March 2013.

2 As the company has not purchased/ sold goods during the year nor is there any opening stocks, requirement of reporting on physical verification of stocks or maintenance of inventory records, in our opinion, does not arise.

3 The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act. 1956. Hence the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken does not arise.

4 Having regard to the nature of the company's business and based on our scrutiny of the company's records, in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase and sale of securities.

5 Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956

6 The company has not accepted any deposits from the public, hence no comment is required on the compliance with the directives issued by Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Act and rules made their under.

7 The company does not have an internal audit system.

8. We have been informed by the management, no cost records have been prescribed under section 209(1 )(d) of the Companies Act 1956 in respect of prtxluete- manufactured by the company.

9 (a)According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty and excise duty were outstanding as at 31.3.2013 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty / cess which have not been deposited on account of any dispute.

10. The accumulated losses of the company have exceeded fifty percent of its net worth as at 31st March 2013. The company has incurred cash losses of Rs. 802399/- during the financial year covered by the audit and cash losses of Rs. 10681/- in the immediately preceding financial year.

11 Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13 In our opinion and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a chit fund nor a nidhi / mutual benefit society. Hence, in our opinion the requirements of para 4 (xiii) of the order do not apply to the company.

14. In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities. The company has invested surplus funds in shares of other companies. According to the information and explanations given to us, proper records have been maintained of the transaction and contracts and timely entries have been made therein. The investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

15. According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not obtained any term loans. Hence the comment under the clause are not called for,

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

18 According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19 According to the records of the company, the company has not issued any debentures.

20. The company has not raised any money by public issues during the period covered by our audit report.

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

For Arora & Choudhary Associates Chartered Accountants* Firm Registration No. 03870N

CA Vijay Kumar Choudhary Partner M.No. 081843

Place: New Delhi Date: 13 05.2013

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s DELTA INDUSTRIAL RESOURCES LIMITED as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 the Companies (Auditor's Reports) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order,2004 (together the 'Order') issued by the Central Government of India in term of sub section (4 A) of section 227 of the Companies Act, 1956, we enclose in the Annexure hereto, a statement on the matters specified in the paragraphs 4 and 5 of the said Order, to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 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 and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 to the extent they are applicable to 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 of Directors, we rej^orLthat none of the directors is disqualified as on 31st March 2011 from being appointed as a director in/M&^d^ause (g) of sub-section (1) of section 274 of the Companies MtJ195fi^ rteredY^

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 31slMarch 2011,

(b) In the case of the Profit and Loss Account, of the Loss of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/s DELTA INDUSTRIAL RESOURCES LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR 31st MARCH, 2011

On the basis of such checks we considered appropriate and in terms of the information and explains given to us, we state that: -

1 (a) The Company is not having any fixed assets, the clause relating to maintenance of proper records

showing full particulars including quantitative details of situation of fixed assets, is not applicable;

(b) As the company is not having any fixed asset the clause, relating to physical verification by the management at reasonable intervals and any material discrepancies noticed, is not applicable.

(c) As per the information and explanation provided by the management and on the basis of our examination of books of accounts, it is stated that the company has not disposed off substantial part of its fixed assets.

2. (a) As explained to us, the shares & securities held in investment 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 investment 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/investment and no material discrepancies were noticed on physical verification.

3 The company has neither taken nor granted any loans or advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the question of reporting whether the terms and conditions of such loans are prejudicial to the interests of the company, whether reasonable steps for recovery / repayment of over dues of such loans are taken does not arise.

4 Having regard to the nature of the company's business and based on our scrutiny of the company's records, in our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchase and sale of securities.

5 Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that need to be entered in the register maintained under section 301 of the Companies Act, 1956

6 The company has not accepted any deposits from the public, hence no comment is required on the compliance with the directives issued by Reserve Bank of India and the provisions of Section 58A, 58AA or any other relevant provisions of the Act and rules made their under.

7. The company does not have internal audit system.

8, We have been informed by the management, no cost records have been prescribedjmder section 209(1)

(d) of the Companies Act 1956'in respect of products manufacture comp

9. (a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given, no undisputed amounts payable in respect of income tax, sales tax, wealth tax, service tax, custom duty and excise duty were outstanding as at 31.3.2011 for a period of more than six months from the date they became payable.

(c) According to the records of the company, there are no dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty / cess which have not been deposited on account of any dispute.

10. The company has accumulated losses of Rs. 1796076/- as at 31.03.2011. The company has incurred cash losses of Rs. 18743 during the financial year covered by the audit and Company has not incurred cash losses in the immediately preceding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

13. In our opinion and to the best of our information and according to the explanations provided by the management, we are of the opinion that the company is neither a chit fund nor a nidhi / mutual benefit society. Hence, in our opinion the requirements of para 4 (xiii) of the order do not apply to the company.

14. In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities. The company has invested surplus funds in shares of other companies. According to the information and explanations given to us, proper records have been maintained of the transaction and contracts and timely entries have been made therein. The investments have been held by the company in its own name except to the extent of exemption granted under section 49 of the Act.

- 15. According to the records of the company and the information and explanations provided by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, the company has not obtained any term loans. Hence the comments under the clause are not called for.

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

18. According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 Act.

19. According to the records of the company, the company has not issued any debentures.

20. The company has not raised any money by public issues during the period covered by our audit report.

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

For Arora & Choudhary Associates Chartered Accountants

CA Vijay Kumar Choudhar Partner M.No. 081843 FRN: 003870N

Place: New Delhi Date: 25th JULY 2011