Auditor Report of First Winner Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of FIRST WINNER INDUSTRIES LIMITED ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of Profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 and presentation 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.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its Loss and its cash flows for the year ended on that date.

Matter of Emphasis

1. Financial statements of the Company in respect of increase in its overdue trade receivables and very low turnover, default in repayment of its dues to lenders which indicates the existence of material uncertainty that may cast significant doubt about the Company's ability to continue as going concern. The Company has prepared the accompanying financial statements on going concern assumption.

2. Financial statements of the Company relating to trade receivables which have remained overdue for extended period of time. In the opinion of the management, these are fully recoverable. The Company has received year-end balance confirmations from these trade receivables and accordingly no provision is deemed necessary by the Company.

3. Based on our examination of records and according to information and explanation given to us, the Company has defaulted in repayment of dues to State Bank of India refer "Note 4 and 6".

4. As per Search Action u/s 132 of the Income Tax Act 1961 was conducted in the premises of company as per our verification of communication received from Income Tax Department.

Report on Other Legal and Regulatory Requirements

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

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

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

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

(c) the balance sheet, the statement of Profit and loss and the cash fl ow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(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:

i. the Company does not have any pending litigations which would impact its financial position except this.

As per Search Action u/s 132 of the Income Tax Act 1961 was conducted in the premises of company as per our verification of communication received from Income Tax Department.

ii. the Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years.

(ii) The Company does not have any inventory at the close of the year. Hence, the requirement of clause

(ii) of paragraph 3 of the said Order is not applicable to the Company.

(iii) (a) The Company has not granted loans to bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) The company has taken loan form companies covered in the register maintained under section 189 of the companies Act, 2013. The Maximum amount involved during the year was Rs. 21,47,241/- and the yearend balance of loan taken from such parties was Rs. 21,47,241/-

(c) 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 fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(iv) The Company has not accepted any deposits from the public.

(v) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vi) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of disputes (if any):

Name of the Nature of dues Amount Period to which Forum where Statute (in Rs) the amount dispute is relates pending

(b) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise

(viii) The Company have accumulated losses at the end of the financial year and has incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company have outstanding dues to financial institutions, banks or debenture holders during the year refer "Note 4 and 6".

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

(xi) The Company did not have any term loans outstanding during the year.

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

FOR AVCS & ASSOCIATES

Chartered Accountants

[FRN NO: 139123W]

sd/-

(VIKAS AGARWAL)

Partner

M. No. 148465

Place: Mumbai

Date: 30.05.2015

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Mar 31, 2014

We have audited the accompanying financial statements of FIRST WINNER INDUSTRIES LIMITED, ("the company") which comprise the Balance Sheet as at 31/03/2014, 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 Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of financial position, financial performance of the company in accordance with the accounting standards referred to in sub -section (3C) of section 211 of the Companies Act 1956 ("the Act") The responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that give a true and fair view andare free from material misstatements, 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 misstatements.

Audit involves performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depend upon auditor''s judgement, including the assessment ofthe risk of material misstatements ofthe financial statements, whether due to fraud or error. In making those risk assessment, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as evaluating the overall presentation of financial statements.

We believe that 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 case ofthe Balance Sheet, ofthe state of affairs ofthe Company as at 31/03/2014;

(b) in case Statement of Profit and Loss Account, ofthe Loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the order") issued by Central Government of India in terms of sub-section (4A) of section 227 of the Act, I give in the Annexure a statements on the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) ofthe Act, I report that:

a. We have obtained all information and explanations which to the best of our knowledge and belief are 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 examinations of those books;

c. the Balance Sheet, Statement of Profit and Loss and the Cash Flow dealt with by this Report are in agreement with the books of account;

d. In our opinion , the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section(3C) of section 211 ofthe Companies Act,1956;

e. On the basis of written representations received from the directors as on 31/03/2014 and taken on record by the Board of Directors, none ofthe director is disqualified as on 31/03/2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 ofthe Companies Act, 1956

ANNEXURE TO THE AUDITORS'' REPORT FOR THE YEAR ENDED 31ST MARCH 2014

1. In respect of its fixed assets:

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

(b) Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) No substantial part of fixed assets have been disposed off during the year, and it has not affected the going concern.

2. In respect of its inventories:

(a) There are no inventories with the company at the close of the year.

3. In respect of loans granted and taken to / from parties covered in the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted any loan to parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has taken loan from companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 2147241 and the year end balance of loans taken from such parties was Rs. 2147241

(c) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest ofthe company.

(d) The loans taken are re-payable on demand. As informed, the lenders have not demanded repayment of any such loan during the year, thus, there has been no default on the part ofthe company.

4. In respect of internal control

There are adequate internal control system commensurate with the size ofthe Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

5. In respect of contracts or arrangements need to be entered into a register maintained u/s 301 of the Companies Act, 1956

(a) According to the information and explanations given to us, there are no contracts or arrangements with parties referred to in Section 301 of the Act Accordingly, clause (b) of paragraph 5 fo the Order are not applicable to the company for the current year

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act 1956 are made at price which are reasonable having regard to prevailing market prices at the relevant time.

6. In respect of deposits from public

No deposits within the meaning of Sections 58A and 58AA or any other relevant provision of the Act and rules farmed thereunder have been accepted by the Company.

7. In respect of internal audit system

The provisions relating to internal audit are applicable to the company and the company has internal audit system which commensurate the size of its business.

8. In respect of maintenance of cost records

The Company is required to maintain cost records pursuant to the Rules made by the Central Government for the maintenance of cost records under Section 209 (1)(d) of the Act. and we are ofthe opinion that the same have been made and maintained

9. In respect of statutory dues

(a) 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 material statutory dues applicable to it.

(b) According to the records of the Company, there are no dues of sales tax, customs duty, wealth tax, service tax, excise duty, sales tax and cess that have been not been deposited on amount of any dispute. The details of disputed tax liability with regards to income tax liability are as follows

Stage pending Amount Involved Asst. Year

CIT (Appeals) Rs. 29.53 Lakhs As. Yr. 2011-12

10. In respect of accumulated losses and cash losses

The accumulated losses at the end ofthe financial year is Rs. 5.19 Crores. The Company has incurred cash losses (loss before depreciation) of Rs. 7.47 Crores in the financial year and in the immediately preceding financial year 5.32 Crores. During the year the company has incurred total loss of Rs. 11.42 Crores and in the immediately preceding financial year 9.68 Crores.

11. In respect of dues to financial institution / banks / debentures

The company has defaulted in repayment of dues to financial institution, ora bank. The defaults have been more specifically detailed in note no. 4.01 & note no. 6.03 ofthe notes on financial statements. Further the provision of current year''s interest is on provisional basis since the banks have stopped charging interest on Term Loans & Working Capital facilities since the accounts have been declared as non performing

12. In respect of loans and advances granted on the basis of security

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

13. In respect of provisions applicable to Chit fund

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

14. In respect of dealing or trading in shares, securities, debentures and other investment

According to information and explanations given to us the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

15. In respect of guarantee given for loans taken by others

On the basis of records examined by us and information provided by the management, we are of the opinion that the Company has given a guarantee jointly with other company to financial institution and bank for loan taken by others from the financial institution and bank. The companies for whom such guarantees have been given have defaulted in repayment ofthe loans to the financial institution and bank

16. In respect of application of term loans

In our opinion, no new term loans has been raised by the company during the year.

17. In respect of fund used

Based on an overall examination ofthe Balance Sheet ofthe company and a review ofthe consolidated fund flow statement for the year, we report that no funds raised on short-term basis have been used for long-term investment.

18. In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 ofthe Act, during the year.

19. In respect of securities created for debentures

The company has not issued any debentures during the year. Therefore provisions of clause 4(xix) ofthe Order are not applicable to the company.

20. In respect of end use of money raised by public issues

The company has not raised any money from the public during the year under audit.

21. In respect of fraud

According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For Deshmukh & Associates For Praful M Joshi Chartered Accountant Chartered Accountant FRN: 102375W FRN: 108056W

sd/- sd/- Place: Mumbai Deepan M. Kapadia Partner Praful M joshi- Proprietor Date: 28/05/2014 Membership No. : 112565 Membership No:030276

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Mar 31, 2012

We have audited the attached Balance Sheet of First Winner Industries Ltd. as at 31st March 2012, the Statement of Profit & Loss 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.

We have 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 from 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.

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report)(Amendment) Order 2004 issued by Central Government of India, in terms of section 227(4A) 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.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper 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 and Statement of Profit & Loss dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the Statement of Profit and Loss 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;

e. On the basis of written representation received from the Directors, as on 31st March 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2012 from being appointed as a Director in terms of section 274(1 )(g) 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 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2012;

ii) In the case Statement of Profit & Loss, of the profit for the year ended on that date and

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

Annexure to the Auditors Report for year end 31.03.2012

(Referred to in paragraph 1 of our report of even date)

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

b) As explained to us the management has physically verified the fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion and as per the information and explanations given to us, the Company has not disposed off any substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 a) As explained to us, inventories have been physically verified by the management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the opinion that the company is maintaining proper records of inventory. As explained to us, no material discrepancies have been noticed on physical verification of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not given any loans, secured or unsecured from companies, firms or parties covered 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 during the course of audit, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory & fixed assets and for the sale of Goods. Further on basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, we neither come across nor have we have been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements, that needed to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered in the register required to be maintained under that saction.

b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contract or arrangement entered in the register maintained under section 301 and aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time for such goods, material and services have been made with other parties.

6. The Company has not accepted any deposits from the public, with in meaning of section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 including the Companies (Acceptance of Deposit) Rules 1975.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of the cost records under the clause (d) of the sub-section (1) of section 209 of the Act, and are of the opinion that, prima facie, the prescribed records have been maintained. We are, however, not required to make a detained examination of such books and records.

9. a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2012 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us and as per books and record examined by us, there are no such statutory dues, which have not been deposited on account of any dispute.

10. The company has positive net worth at the end of the financial year. The company has no accumulated losses and has not incurred any cash losses during the current financial year and immediately preceding financial year.

11. According to the information and explanation given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institutions or banks. The company has not issued any debentures.

12. According to the information and explanation given to us, 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 does not fall within the category of Chit Fund / Nidhi / Mutual Benefit Fund/ Society and hence the related reporting requirements of the Orders are not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

15. The Company has given a guarantee jointly with other company to financial institution and bank for loan taken by others from the financial institution and bank, the terms and conditions of which are not prima facie, prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term raised from during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lender..

17. According to the information and explanations given to us and as per the books and records examined by us, as on the date of the Balance Sheet, the funds raised by the Company on short term basis not been applied for long term investment.

18. The Company has made preferential allotment of shares during the year, to companies and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

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

For Deshmukh & Associates For Praful M. Joshi

Chartered Accountants Chartered Accountants

sd / - sd/-

[Deepen Kapadia - Partner ] [ Praful M. Joshi - Proprietor]

Membership No. 112565 Membership No. 30276

Place : Mumbai

Dated : 31/08/2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Firstwinner Industries Ltd. as at 31st March 2011, the Profit & Loss Account 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.

We have 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 from 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.

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report)(Amendment) Order 2004 issued by Central Government of India, in terms of section 227(4A) 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.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper 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 and Profit & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the 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;

e. On the basis of written representation received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualified as on 31st March 2010 from being appointed as a Director in terms of section 274(1)(g) 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 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii) In the case of Profit & Loss Account, of the profit for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT FOR YEAR END 31.03.2011 (Referred to in paragraph 1 of our report of even date)

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

b) As explained to us the management has physically verified the fixed assets during the year and no material discrepancies were noticed on such verification.

c) In our opinion and as per the information and explanations given to us, the Company has not disposed off any substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2 a) As explained to us, inventories have been physically verified by the management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the opinion that the company is maintaining proper records of inventory. As explained to us, no material discrepancies have been noticed on physical verification of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from companies, firms or parties covered in the register maintained under section 301 of the Companies Act,1956.

b) The Company has not given any loans, secured or unsecured from companies, firms or parties covered 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 during the course of audit,, there are adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of inventory & fixed assets and for the sale of Goods. Further on basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practice in India, we neither come across nor have we have been informed of any instance of major weakness in the aforesaid internal control systems.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements, that needed to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered in the register required to be maintained under that saction.

b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contract or arrangement entered in the register maintained under section 301 and aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time for such goods, material and services have been made with other parties.

6. The Company has not accepted any deposits from the public, with in meaning of section 58A and 58AA or any other relevant provisions of the Companies Act,1956 including the Companies (Acceptance of Deposit) Rules 1975.

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

8. We have broadly reviewed the Cost Accounting records, maintained by the Company pursuant to the Rules prescribed by the Central Government for the maintenance of the cost records under the clause (d) of the sub-section (1) of section 209 of the Act, and are of the opinion that, prima facie, the prescribed records have been maintained. We are, however, not required to make a detained examination of such books and records.

9. a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2011 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us and as per books and record examined by us, there are no such statutory dues, which have not been deposited on account of any dispute.

10. The company has positive net worth at the end of the financial year. The company has no accumulated losses and has not incurred any cash losses during the current financial year and immediately preceding financial year.

11. According to the information and explanation given to us and as per the books and records examined by us, the Company has not defaulted in repayment of dues to any financial institutions or banks. The company has not issued any debentures.

12. According to the information and explanation given to us, 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 does not fall within the category of Chit Fund / Nidhi / Mutual Benefit Fund/ Society and hence the related reporting requirements of the Orders are not applicable.

14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments and hence the related reporting requirements of the Order are not applicable.

15. The Company has given a guarantee jointly with other company to financial institution and bank for loan taken by others from the financial institution and bank, the terms and conditions of which are not prima facie, prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations given to us, the term raised from during the year by the Company have been applied for the purpose for which the said loans were obtained, where such end use has been stipulated by the lender. .

17. According to the information and explanations given to us and as per the books and records examined by us, as on the date of the Balance Sheet, the funds raised by the Company on short term basis not been applied for long term investment.

18. The Company has made preferential allotment of shares during the year, to companies and other parties covered in the register maintained under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the year.

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

For Deshmukh & Associates For Praful M. Joshi Chartered Accountants Chartered Accountants

[Deepen Kapadia - Partner] [Praful M. Joshi- Proprietor] Membership No. 112565 Membership No. 30276

Place : Mumbai Dated : 30.08.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of Firstwinner Industries Ltd. as at 31st March 2010, the Proft & Loss Account for the year ended on that date annexed thereto. These fnancial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these fnancial statements based on our audit.

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

1. As required by the Companies (Auditors Report) Order,2003 as amended by Companies (Auditors Report)(Amendment) Order 2004 issued by Central Government of India, in terms of section 227(4A) of the Companies Act,1956, we enclose in the Annexure hereto a statement on the matters specifed in the paragraphs 4 and 5 of the said order, to the extent applicable to the Company.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report that:

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

b. In our opinion, proper 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 and Proft & Loss Account dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the Proft 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;

e. On the basis of written representation received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors of the Company is disqualifed as on 31st March 2010 from being appointed as a Director in terms of section 274(1)(g) 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 read together with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

ii) in so far as it relates to the Proft & Loss Account, of the proft for the year ended on that date.

Annexure to the Auditors report for year end 31.03.2010 (Referred to in paragraph 1 of our report of even date)

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

b) As explained to us the management has physically verifed the fxed assets during the year and no material discrepancies were noticed on such verifcation.

c) In our opinion and as per the information and explanations given to us, the Company has not disposed off any substantial part of fxed assets during the year and the going concern status of the Company is not affected.

2 a) As explained to us, inventories have been physically verifed by the management at reasonable intervals.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verifcation of inventories followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the opinion that the company is maintaining proper records of inventory. As explained to us, no material discrepancies have been noticed on physical verifcation of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from companies, frms or parties covered in the register maintained under section 301 of the Companies Act,1956.

b) The Company has not given any loans, secured or unsecured from companies, frms or parties covered 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 system commensurate with the size of the Company and nature of its business for the purchase of fxed assets. To the best of our knowledge, no major weakness in internal control system were either reported or noticed by us during the course of our audit.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements, that needed to be entered into the register maintained under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transactions of purchase of goods and material and sale of goods, material and services made in pursuance of contract or arrangement entered in the register maintained under section 301 and aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time for such goods, material and services have been made with other parties.

6. In our opinion and according to the information and explanations given to us, the company has not accepted the public deposit. Hence the provisions of section 58A and 58AA of the Companies Act,1956 or any other relevant provision of the act and the rules made there under are not applicable.

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

8. We have been informed by the management that the central government has prescribed maintenance of cost records for the company under section 209(1)(d) of the Companies Act,1956, company is maintain such cost records.

9. a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2010 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no such statutory dues, which have not been deposited on account of any dispute.

10. The company has positive net worth at the end of the fnancial year. The company has no accumulated losses and has not incurred any cash losses during the current fnancial year and immediately preceding fnancial year.

11. Based on our audit procedure and according to the information and explanation given to us, we are of the opinion that the company has not defaulted in payment of dues to fnancial institutions or banks. The company has not issued any debentures.

12. In our opinion and 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.

13. In our opinion, the company is not a Chit Fund or a Nidhi/Mutual Beneft Fund/ Society. Thereof, clause 4(xiii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

14. In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

15. According to the information and explanations given to us, the company has given guarantee for loans taken by group of companies from banks or fnancial institutions.

16. In our opinion and according to the information and explanations given to us, the company has not raised new term loan during the year.

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

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

19. The company did not have any outstanding debentures during the year.

20. In our opinion an according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.





For Praful M. Joshi For Deshmukh & Associates Chartered Accountants Chartered Accountants (Praful M. Joshi- Proprietor) Deepen Kapadia - Partner

Membership No. 100/030276 Membership No. 112565 Place : Mumbai Dated : 14.08.2010