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Auditor Report of Devine Impex Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of DEVINE IMPEX LIMITED ("the". Company"), which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. 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 standalone 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 the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

Our responsibility is to express an opinion on these standalone 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 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 Directors, as well as evaluating the overall presentation of the financial statements.

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

4. 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

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

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

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, in our opinion and to the best of our information and according to the explanations given to us:

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements referred in Note No. 2.20 (a) to the financial statements;

2) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

3) No amount was required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in Paragraph 5 under the heading "Report on Other Legal and Regulatory Requirements" as per our report of even date

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets;

(b)As explained to us, 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 all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) According to the information and explanations given to us, the Company has conducted physical verification of inventory at year ended 31st March 2015.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

(iii)According to the information and explanations given to us, the Company has during the year not granted loans, secured or unsecured, to Companies, Firms or other Parties Listed in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a)&(b) of the Companies (Auditor Reports) Order 2015 are not applicable to the company.

(iv) 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. -

(v) According to the information and explanation given to us and the records of the Company examined by us the company has not accepted any deposits from the public hence provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not attracted

(vi) According to the information and explanations given to us by the Management, the Central ' Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013.

(vii) (a) According to the information and explanation given to us and the records of the Company examined by us, the Company is generally regular in depositing the undisputed Statutory Dues including Provident Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and no other material Statutory Dues were outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Duty of Customs, and Duty of Excise/Cess, which are outstanding as at 31st March, 2015, and have not been deposited on account of any dispute.

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company does not have accumulated losses as at 31st March 2015 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in. repayment of dues to banks during the year. Further, the Company has not taken any loans from any Financial Institutions nor issued any debentures.

(x) 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 during the year.

(xi) The company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the Management.

FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

Place: Chandigarh FIRM REGN. NO. 006185N

Date : 28.05.2015 Sd/-

(MOHIT CHAWLA)

PARTNER

M. NO. 504889


Mar 31, 2014

1. Report on the Financial Statements

We have audited the accompanying financial statements of DEVINE IMPEX LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

2. 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 Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. 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

3. 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 the 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Managemet as well as evaluating the overall presentation of the financial statements.

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

6. Opinion

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

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit 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

7. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, (“the Order”) issued by the Central Government of India 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.

8. 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 purposes of our audit.

(b) In our opinion, proper books of accounts 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 the Cash Flow Statement dealt with by this Report are in agreement with the books of accounts.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

Referred to in Paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company is maintaining 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 all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial part of fixed assets during the year.

(ii) (a) According to the information and explanations given to us, the Company has conducted physical verification of inventory at year end on 31st march 2014.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

(iii) According to the information and explanations given to us, the Company has during the year neither granted nor taken any loans, secured or unsecured, to/from Companies, Firms or other Parties Listed in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) 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.

(v) (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangements and exceeding the value of five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company’s specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanation provided, the same appear reasonable.

(vi) In our opinion, and according to the information and explanation given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1875.

(vii) In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us and the records of the Company examined by us, the Company is generally regular in depositing the undisputed Statutory Dues including Provident Fund, Employee’s State Insurance, Income Tax, Service Tax, wealth tax, customs duty, cess and no other material Statutory Dues were outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty/Cess, which are outstanding as at 31st March, 2014, and have not been deposited on account of any dispute, which are outstanding for a period exceeding six months from the date they became payable.

(x) The Company does not have accumulated losses as at 31st March 2014 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. Further, the Company has not taken any loans from any Financial Institutions or banks or not issued any debentures.

(xii) According to the information and explanation given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order 2003 are not applicable to the company.

(xiv) The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment. The investments are held by the company in its own name except to the extent exempted under section 49 of the Act.

(xv) 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 during the year.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investment other than temporary deployment pending application.

(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 the Act during the year.

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the Management.

FOR DATTA SINGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 006185N

Sd/- MOHIT CHAWLA Place; Chandigarh PARTNER Dated : 28.05.2014 M.NO. 504889


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of DEVINE IMPEX LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and 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 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 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 the 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 the 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 the 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, 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") issued by the Central Government of India 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. 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, 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, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act. ''

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

1 In respect of its Fixed Assets:

(a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, the fixed assets have been physically verified by the management at reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

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

2 In respect of its Inventory:

(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3.

(a) i.The Company had granted unsecured loans to its 100% Subsidiary Company, listed in the register maintained under Section 301 of the Companies Act 1956. The yearend balance of such loan was Rs. Nil (Previous year Rs. 239.05 lacs), maximum amount involved during the year was Rs. 239.05 lacs (Previous year Rs. 241.21 lacs).

ii. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loan were not prima facie prejudicial to the interests of the Company.

iii. As per information and explanations given to us, payment of the principal amount and interest were regular as the said loan was repayable on demand alongwith interest due thereon.

b) In our opinion and according to the information and explanations given to us, the Company has not accepted unsecured loans from parties listed in the register maintained under Section 301 of the Companies Act 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of raw materials and plant & machinery, and also for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to. be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company''s specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 (a) The Company has been regular in depositing undisputed statutory dues including provident fund, employees'' state " wealth tax, customs duty, service tax, excise duiy, cess emu uuici maieum suuuiory dues as applicable with the appropriate authorities in India and has generally been regular in depositing undisputed statutory dues including tax deducted at source with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the end outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty/Cess, which are outstanding as at 31st March, 2013, and have not been deposited on account of any dispute, which are outstanding for a period exceeding six months from the date they became payable.

10 The Company does not have accumulated losses as at 31st March 2013 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

11 According to the records of the-Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment. The investments are held by the company in its own name except to the extent exempted under section 49 of the Act.

15 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 during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

18 The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act.

19 The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

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

FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 006I85N

Sd/-

APURVBANSAL PARTNER

Place: Chandigarh M. NO. 523484

Dated: 30.05.2013


Mar 31, 2011

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

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

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Ministry of Corporate Affairs in terms of Section 227 (4A) of the Companies Act, 1956 we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of said order:

3. Further to our comments in the annexure referred to in paragraph (1) above, we report that: -

a) We have obtained all the information and explanation 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 the books.

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

d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956, subject to Notes on Accounts forming part of Balance Sheet.

e) As per information and explanation given to us, none of the directors of the company is disqualified from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

i) In the case of the Balance Sheet of the State of Affairs of the Company as at 31st March, 2011 and

ii) In the case of the Profit and Loss account, of the Loss of the Company for the year ended on that date.

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT TO THE MEMBERS OF DEVINE IMPEX LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2011.

1 (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management at the reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

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

2(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is mamtaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3. (a) The Company has granted and taken loans, secured or unsecured from Companies, Firms and other Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interests of the Company.

c) As there is no stipulation regarding repayment of loans and advances, we are unable to comment whether payment of the principal amount and interest are regular or not.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchase of stores, raw materials including the plant & machinery, vehicles, equipment and other assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company's specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8 No cost records have been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues as applicable with the appropriate authorities in India.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, which are outstanding as at 31st March, 2011, which have not been deposited on account of any dispute.

10 The Company has accumulated losses of Rs. 54.99 lacs as at 31st March 2011. The Company has incurred cash losses during the financial year ended 31.03.2011 as well as in the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13 The Company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order 2003 are not applicable to the company.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment.

15 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 during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

18 During the year the Company has not made any preferential allotment of shares to parties, firms and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

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

FOR DATTA SINGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 006185N

(YOGESH MONGA) PARTNER

M. NO. 99813

PLACE: CHANDIGARH DATE : 03.09.2011


Mar 31, 2010

We have audited the attached Balance sheet of Devine Impex Limited as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Ministry of Corporate Affairs in terms of Section 227 (4A) of the Companies Act, 1956 we enclose in the annexure A statement on the matters specified in paragraph 4 & 5 of said order:

3. Further to our comments in the annexure referred to in paragraph (1) above, we report that: -

a) We have obtained all the information and explanation 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are jn agreement with the books of accounts.

d) In our opinion, the balance sheet and the profit and loss account comply with the Accounting Standards referred to in sub section (3Q of section 211 of the companies Act, 1956, subject to Notes on Accounts forming part of Balance Sheet.

e) As per information and explanation given to us, none of the directors of the company is disqualified from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

i) In the case of the Balance Sheet of the State of affairs of the company as at 31st March, 2010 and

ii) In the case of the Profit and Loss account, of Profit of the company for the year ended on that date.

iii) In case of Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE A REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF THE AUDITORS TO THE MEMBERS OF DEVINE IMPEX LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010.

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

(b) As explained to us, the fixed assets have been physically verified by the management at the reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

(c) During the year, the company has not disposed off substantial part of the productive fixed assets.

2(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the books/records were not material and have been properly dealt in the books of accounts.

3.(a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms and other Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from Companies, Firms and otht r Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

4 In our opinion and according to the information and explanations

given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to the purchase of stores, raw materials including the plant & machinery, vehicles, equipment and other assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Companys specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business.

8 No cost records have been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us, the Company is generally regular in depositing the income tax and no other duty is applicable on the Company like provident fund, investor education and protection fund, employees state insurance, sales-tax, wealth tax, customs duty, service tax, excise duty, cess etc.

(b) We have been informed that there are no undisputed statutory dues as at 31st March, 2010, outstanding for a period of more than six months from the date they became payable.

10 The company has accumulated losses of Rs. 53.62 lacs as at 31st March 2010. The Company has incurred cash losses during the financial year ena ed 31.03.2010 as well as in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13 The company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment.

15 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 during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes . for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

18 During the year the company has not made any preferential allotment of shares ! o parties, firms and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

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



FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 006185N



(YOGESH MONGA)

PARTNER

M. NO. 99813

PLACE: CHANDIGARH

DATE: 04.09.2010