Auditor Report of Gorani Industries Ltd.

Mar 31, 2015

Report on the Financial Statements

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

Management's Responsibility for the Financial Statements

The Company's board of directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("The Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate Accounting Policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of 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 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 Sec 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 auditors' 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 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 financial statements.

Opinion

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 paragraphs 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 informations and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e. On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act; 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 explanation given to us:

i. There is no pending litigation which impact the financial position of company and to be included in financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of M/s. Gorani Industries Limited on the accounts of the company for the year ended 31st March, 2015]

On the basis of such checks as we considered appropriate and according to the information and Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

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

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) As explained to us, the inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals by the Management. In case of inventories lying with third parties, certificates of stocks holding have been received.

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

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. The discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, the Company has not granted any loan to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013; and therefore paragraph 3(iii) of the Order is not applicable.

(iv) 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 inventory, fixed assets and for the sale of goods. During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

(v) The company has not accepted any deposits from public during the year.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub- section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance (ESI), Investor Education and Protection Fund, Income- tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

(b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The accumulated losses of the company are more than 50% of its net worth, as during the year due to change in depreciation calculation method an amount of Rs. 44.51 lacs carrying 9.1% of equity has been debited to the accumulated debit balance in the Reserve & Surplus. However the company has not incurred any Cash losses during the financial year covered by our audit and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions and banks.

(x) In our opinion, and according to the information and the explanation 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 obtained any term loan during the year, so this para of order is not applicable.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For: B.D. SHARDA & CO.

Chartered Accountants

Firm Reg. No. 00161C

Place: Indore (B.D. SHARDA)

Date : 30/05/2015 Proprietor

Membership No. 070209

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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")(which continue to be applicable in respect of section 133 of the Companies Act, 2013 in term of general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs) 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

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

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. The Companies (Auditors 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 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement deal herewith comply with the Accounting Standards notified under the Act (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in term of general circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).

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

Annexure to the Independent Auditor''s Report (Referred to in praragraph 1 under "Report on Other Legal and Regulatory Requirements" section of our report of even date:

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets, which will affect the going concern status of the company.

ii (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining quantitative records of raw materials and finished goods. The discrepancies noticed on verification between the physical stocks and the book records were not material as explained to us.

iii (a) The company had taken interest free unsecured loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 413.13 lacs and the year-end balance of loans taken from such parties is Rs.413.13 lacs. The company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion, being no interest is to be paid and other terms and conditions on which loans have been taken from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the interest of the company.

(c) There is no stipulation as to the repayment of the principal amount taken by the company.

(d) There is no overdue amount of more than rupee one lakh on account of loan taken from the 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 explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

v (a) According to the information and explanation given to us, we are of the opinion that the transaction that need 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, there are no transactions exceeding the value of rupees five lacs in respect of each party made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

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

viii We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

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

(b) According to the information and explanation given to us, no undisputed amounts payable in respect provident fund, investor education and protection fund, employee'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax and cess and other undisputed statutory dues were outstanding at the year end for a period of more than six month from the date they become payable.

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

x In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further the company has not incurred cash losses during the financial year covered by our audit and in immediately preceding financial year.

xi In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to any financial institution or bank during the year.

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

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

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

xv According to the information and explanation given to us , the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi The Company has not taken any term loan during the year.

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

xviii According to the information and explanations given to us, the company has not made any preferential allotment of share to parties and Companies covered in the register maintained under section 301 of the Companies Act,1956.

xix The Company has not issued any secured debentures during the year or in earlier year.

xx The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the company, noticed and reported during the year, nor we have been informed of such case by the management.

For : B.D. SHARDA & CO.

Chartered Accountants Firm Reg. No. 00161C

Place: Indore (B.D. SHARDA)

Date : 30th May 2014 Proprietor

Membership No. 070209

---

Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

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

Opinion

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31st, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. The Companies (Auditors 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 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, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement deal herewith comply with the Accounting Standards referred to in section 211(3C) of the Act.

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

Annexure to Auditor''s Report of even date to the members of Gorani Industries Limited, on the financial statements for the year ended 31st March 2013 referred to in paragraph 2 of our report, we report that:

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

(b) As informed to us, the fixed assets have been physically verified bythemanagementduringthe year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets, which will affect the going concern status of the company.

ii (a) As explained to us, inventories have been physically verified by the management at regular intervals during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is only maintaining records of basic raw material on monthly basis. The discrepancies noticed on verification between the physical stocks and the book records were not material as explained to us.

iii (a) The company had taken interest free unsecured loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved at any time during the year was Rs. 449.51 lacs and the year-end balance of loans taken from such parties is Rs. 372.64 lacs. The company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion, being no interest is to be paid and other terms and conditions on which loans have been taken from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the interest of the company.

(c) There is no stipulation as to the repayment of the principal amount taken by the company.

(d) There is no overdue amount of more than rupee one lakh on account of loan taken from the 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 explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

v (a) According to the information and explanation given to us, we are of the opinion that the transaction that need 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, there are no transactions exceeding the value of rupees five lacs in respect of each party made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

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

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

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

(b) According to the information and explanation given to us, no undisputed amounts payable in respect provident fund, investor education and protection fund, employee'' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax and cess and other undisputed statutory dues were outstanding at the year end for a period of more than six month from the date they become payable.

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

x In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further the company has not incurred cash losses during the financial year covered by our audit and in immediately preceding financial year.

xi In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to any financial institution or bankduringtheyear.

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

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

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

xv According to the information and explanation given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi The Company has not taken any term loan during the year.

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

xviii According to the information and explanations given to us, the company has not made any preferential allotment of share to parties and Companies covered in the register maintained under section 301 of the Companies Act,1956.

xix The Company has not issued any secured debentures during the year or in earlier year.

xx The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the company, noticed and reported duringthe year, nor we have been informed of such case by the management.

For: B.D.SHARDA & CO.

Chartered Accountants

Firm Reg. No. 00161C

Place: Indore (B.D. SHARDA)

Date : 30th May 2013 Proprietor

Membership No. 070209

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Mar 31, 2012

We have audited the attached Balance Sheet of Gorani Industries Limited, Inaore (M.P.) as at 31st March 2012 and Statement of Profit and Loss and also the 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 standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

(i) We have obtained all this information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit:

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

(iii) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with, by this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the directors, as on 31s' March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the exp/oMot/oMS given to us, the said accounts read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March,2012.

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

(c) in the case of the cash flow statement, of the cash flow for the year ended on that date.

Annexure to Auditor's report of even date to the members of Gorani Industries Limited, on the financial statements for the year ended 31 March 2012 referred to in paragraph 2 of our report, we report that:

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

(b) As informed to us, the fixed assets have been physically verified by the management during the

year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification. '

(c) During the year, the company has not disposed off substantial part of its fixed assets, which will affect the going concern status of the company.

ii (a) As explained to us,' inventories have been physically verified by the management at regular intervals during the year.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is-only maintaining records of basic raw material on monthly basis. The discrepancies noticed on verification between the physical stocks and the book records were not material as explained to us.

iii (a) The company had taken interest free unsecured loan from parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved at any tierce during the year was Rs. 313.37 lacs and the year-end balance of loans taken from such parties is Rs. 313.37. The company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion, being no interest is to be paid and other terms and conditions on/which loans have been taken from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the interest of the company. ,

(c) There is no stipulation as to the repayment of the principal amount taken by the company.

(d) There is no overdue amount of more than rupee one lakh on account of loan taken from the companies, firms or other parties listed in the register maintained unders ection 301 of the Companies Act, 1956.

iv In our opinion and according to the information and explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weakness in internal controls.

(a) According to the information and explanation given to us, we are of the opinion that the transaction that need 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, there are no transactions exceeding the value of rupees five lacs in respect of each party made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

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

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

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

(b) According to the information and explanation given to us, no undisputed amounts payable in respect

provident fund investor education and protection fund, employee' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax and cess and other undisputed statutory dues were outstanding at the year end for a period of more than six month from the date they become payable.

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

x In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. 'Further the company has not incurred cash losses during the financial year covered by our audit and in immediately preceding financial year.

xi In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to any financial institution or bank during the year.

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

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

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

xv According to the information and explanation given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi The Company has not taken any term loan during the year.

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

xviii According to the information and explanations given to us, the company has not made any preferential allotment' of share to parties and Companies covered in the register maintained under section 301 of the CompaniesAct,1956.

xix The Company has not issued any secured debentures during the year or in earlier year.

xx The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the company, noticed and reported during the year, nor we have been informed of such case by the management.

For: B.D.SHARDA & CO.

CHARTERED ACCOUNTANTS FIRM REG. NO. 00161C

Place: Indore (B.D. SHARDA)

Date : 30th May 2012 PROPRIETOR

Membership no. 070209

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Mar 31, 2011

We have audited the attached Balance Sheet of Gorani Industries Limited, IriaW (M.P.) as at 31st March 2011 and Profit and Loss Account and also the 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 standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a-test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles Tied and significant estimates made by the 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 he Companies (Auditor's Report) Order, 2003 as amended, issued by the Central Government of India in terms of sub-section (4A) of sartorial 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraph 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief we re necessary for the purposes of our audit:

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

(iii) The Balance Sheet, Profit and Loss Accountant Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards, referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31th March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(vi) 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 Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company 31st March, 2011.

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

(c) in the case of the cash flow statement, of the cash flow for the year ended on that date.

Annexure to Auditor's Report of even date to the members of Gorani Industries Limited, on the financial statements for the year ended 31 March 2011 referred to in paragraph 2 of our report, we report that:

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and the nature of its business. No material discrepancies were noticed on such physical verification.

(c) During the year, the company has not disposed off substantial part of its fixed assets, which will affect the going concern status of the company.

ii(a)As explained to us, inventories have been physically verified by the management at regular intervals during the year.

(b) The procedures of physical verification of inventories followed b the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The-company is only maintaining records of basic raw material on monthly basis. The discrepancies noticed on verification between the physical stocks and the book records were nit material as explained to us.

iii(a)The company had taken interest free unsecured loan from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount-involved at any time during the year was Rs. 310.15 lac's and the year-end balance of loans taken from such parties is Rs. 310.15. The company has not granted arm loan to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion, being no interest is to be paid and other terms and conditions an which loans have been taken from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the insert of the company.

(c) There is no stipulation as to the repayment of the principal amount taken by the company.

(d) There is no overdue amount of more than rupee one lakh on account of loan taken from the 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 explanation 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not, observed any major weak fess in internal controls.

v(a) According to the information and explanation given to us, we are of the opinion that the transaction that need 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, there are no transactions exceeding the value of rupees five lacs in respect of each party made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

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

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

ix(a)The company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employee1 state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax & cess and other material statutory dues applicable to it with the appropriate authorities.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect provident fund, investor education and protection fund, employee' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax and cess and other undisputed statutory dues were outstanding at the year end for a period of more than six month from the date they become payable.

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

x In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further the company has not incurred cash losses during the financial year covered by our audit and in immediately preceding financial year.

xi In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to any financial institution or bank during the year.

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

xiii In our opinion, the company is not a chit fund or a nidhi mutual benefit 'flinty/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

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

xv According 'to the information and explanation given to us, the company has not ;given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi The Company has not taken any term loan during the year.

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

xviii According to the information and explanations given to us, the company has not made any preferential allotment of share to parties and Companies covered in the register maintained under section 301 of the Companies Act,1956.

xix The Company has not issued any secured debentures during the year or in earlier year.

xx The Company has not raised any money byway of public issues 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, we have neither come across any instance of fraud on or by the company, noticed and reported during the year, nor we have been informed of such case by the management.

For: B.D.SHAROA & CO CHARTERED ACCOUNTANTS FIRM REG. NO. 00161C

Place: Indore (B.D. SHARDA)

Date : 30th August 2011 PROPRIETOR

Membership no. 070209

---

Mar 31, 2010

We have audited the attached Balance Sheet of Gorani Industries Ltd. Indore (M.P.) as at 31st March 2010 and Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsiblity 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 standard generally accepted in India. Those Standards require that we plan and perform the audit to obtain rea- sonable assurance about whether the financial state- ments are free of material misstatements. An audit in- cludes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting prin- ciples used and significant estimates made by the man- agement, as well as evaluating the overall financial state- ment presentation. We believe that our audit provides a reasonable basis for our opinion. 2.As required by the Companies (Auditors Report) Order, 2003 as amended, issued by the Central Govern- ment of India in terms of sub-section (4 A) of section 227 of the Companies Act, 1956, we enclose in the An- nexure, a statement on the matters specified in para- graph 4 and 5 of the said Order. 3. Further to our comments in the Annexure referred to in paragraph 2 above, we report that: (i) We have obtained all the information and explana- tions, which to the best of our knowledge and belief were necessary for the purposes of our audit: (ii) In our opinion, proper books of account as required by law, have been kept by the Company, so far as appears from our examination of those books; (iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account; (iv) In our opinion, the Balance Sheet and Profit and Loss

Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards, referred to in sub-section (3C) of section 211 of the CompaniesAct, 1956;

(v) On the basis of written representations 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 is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct, 1956;

(vi) 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 Significant Account- ing Policies and other notes thereon give the infor- mation required by the CompaniesAct, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010.

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

(c) in the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Annexure to auditors report of even date to the members of Gorani Industries Limited, on the financial statements for the year ended 31 st March 2010 referred to in paragraph 2 of our report, we report that:

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

(b) As informed to us, the fixed assets have been physically verified by the management during the year in a phased manner,which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

c. During the year, the company has not disposed off substantial part of its fixed assets, which will affect the going concern status of the company.

ii.a As explained to us, inventories have been physically verified by the management at regular intervals during the year.

b. The procedures of physical verificaton of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining records of only basic raw materials on monthly basis. The discrepancies noticed on verification between the physical stocks and the book records were not material as explained to us.

iii.a. The Company has taken unsecured loans from three parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 307.83 lacs and the year - end balance of loans taken from such parties was Rs. 307.83. The company has not granted any loan to the companies, firms or other parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) In our opinion, being no interest is to be paid and other terms and conditions on which loans have been taken from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, are not, prima facie, prejudicial to the interest of the company.

(c) There is no stipulation as to the repayment of the principal amount taken by the company.

(d) There is no overdue amount of more then rupee

one lakh on account of loan taken from the compa- nies, 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 explanation given to us, there are adequate inter- nal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any major weak- ness in internal controls.

v (a) According to the information and explanation given to us, we are of the opinion that the transaction that need 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, there are no transactions exceeding the value of rupees five lacs in respect of each party made in pursuance of contracts or arrangement entered in the register maintained un- der section 301 of the Companies Act, 1956.

vi The Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

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

viii The Central Government has not prescribed for the maintenance of cost records und^r section 209 (1) (d) of the Companies Act, 1956 .

ix(a) The company is generally regular in depositing undisputed statutory dues including provident fund, investor education protection fund, employee state insurance, income tax, sales tax, wealth tax, cus- tom duty, excise duty, cess and other material statu- tory dues applicable to it with the appropriate authorities.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect provident fund, investor education and protection fund, employee state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, service tax and cess and other undisputed statutory dues were outstanding at the year end for a period of more than six month from the date they become payable.

(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, excise duty, service tax and cess , which have not been deposited on ac- count of any dispute.

x In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. Further the company has not incurred cash losses during the financial year covered by our au- dit and in immediately preceding financial year.

xi In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of any dues to any finan- cial institution or bank during the year.

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

xiii In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

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

xv According to the information and explanation given to us , the company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

xvi The Company has not taken any term loan during the year.

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

xviii According to the information and explanations given to us, the company has not made any preferential allotment of share to parties and Companies cov- ered in the register maintained under section 301 of the Companies Act, 1956.

xix The Company has not issued any secured deben- tures during the year or in earlier year.

xx The Company has not raised any money by way of public issues 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, we have neither come across any instance of fraud on or by the company, no- ticed and reported during the year, nor we have been informed of such case by the management.

FOR : B.D. SHARDA & CO.

Chartered Accountants

PLACE : INDORE B.D. SHARDA

DATE : 30/07/2010 (Proprietor)

M.No. 070209

---

Mar 31, 2000

We have audited the attached Balance Sheet of M/s. Gorani Industries Limited as at March 31, 2000 and Profit and loss Account for the year ended on that date both annexed hereto and report that :-

1. As required by the manufacturing and other companies (Auditorss Report) order 1988 issued by the Company Law Board in terms of section 227(4A) of the Companies Act, 1956, and in terms of the information and explanation given to us and also on the basis of such checks as we considered appropriate, we give in the annexure hereto a statement on the matters specified in paragraph 4 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) above we state that :¦

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

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 said Balance Sheet and Profit & Loss Account referred to in 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 section 211 (3C) of the Companies Act, 1956;

e. In our opinion and to the best of our information and according to4he explanation given to us, the said Balance Sheet and Profit and Loss Account read together with the significant Accounting policies and other notes appearing thereon, 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 trie company as at 31st March 2000 and

b. In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 1 of our Report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets. As explained to us the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

2. None of the fixed assets has been revalued during the year.

3. The stock of Finished Goods, semi-finished goods, raw materials, stores and spare parts have been physically verified by the Management during the year at reasonable intervals.

4. The procedure of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

5. The discrepancies noticed on verification between the physical stock and book records were not material.

6. On the basis of our examination of stock records, we -^re of the opinion that the valuation of stocks is fair and proper in accordance with the normally accepting accounting principles and is on the same basis as in the preceding year.

7. The company has not taken any loans, secured or unsecured from companies, Firms or other parties listed in Register maintained under section 301 and/or to the companies under the same management as defined under sub-section (IB) of section 370 of the companies act 1956. However, pursuant to the Companies (Amendment) Act, 1999, Section 370 is, now not applicable to a Company.

8. The company has not granted any loans to the companies, firm or other parties listed in the Register maintained under section 301 of the Companies Act 1956 or to Companies under the same management within the meaning of section 370 (IB) of the companies Act 1956. However, pursuant to the Companies (Amendment) Act, 1999, Section 370 is, now not applicable to a Company.

9. The parties and employees to whom the loans or advances in the nature of loans, had been given by the company has repaid the principal amount along with interest as stipulated.

10. In our opinion and according to the information and explanation given to us, there are adequate internal control procedure in commensurate with the size of the Company and the nature of its business for the purchase of stores, raw materials including components, plant & machinery, equipment and other assets and for sale of goods as applicable to the company.

11. According to the information and explanation given to us, the transaction of purchase of goods and materials made in pursuance of contracts or arrangements entered in; the register maintained under Section 301 aggregating Rs. 50,000/- or more in respect of each party, has been made at prices which is reasonable having regards to nature of transaction. There were no transactions of sale of goods, material or services aggregating to Rs. 50,000/- or more with each party during the year.

12. As explained to us, the company has a regular procedure for the determination of damaged stores, raw materials and finished goods. No such items have been determined by the company during the year.

13. The company has not accepted any deposit from public attracting the provisions of section 58 A of the companies Act 1956.

14. According to the information and explanation given to us the company has maintained reasonable records for sale and disposal of scrap.

15. The Company has no formal internal audit department as such, but its control procedures ensure reasonable internal checking of its financial and other records.

16. As informed to us the maintenance of cost records has not been prescribed by the Central Government under Section 209(l)(d) of the Companies Act, 1956, for the products of the Company.

17. According to the information and explanation given to us, the Provident Fund & Employees State Insurance dues have been regularly deposited during the period with the appropriate authorities.

18. According to the information and explanation given to us and the records examined by us, there are no undisputed amount payable in respect of Income Tax, Sales Tax, Customs Duty and Excise Duty which are due more than six months from the date they become payable.

19. According to the information and explanations given to us and the records of the Company examined by us, no personal expenses have been charged to revenue account other than those payable under contractual obligations or i(v accordance with generally accepted business practice.

20. The Company is not a sick industrial company within the meaning of clause (O) of Sub-section (1) of Section 3 of Sick Industrial Companies (Special Provisions) Act, 1985.

FOR : A.P. GARG & CO., Chartered Accountants

PLACE : INDORE (A.P. GARG)

DATE : 31ST MAY, 2000 Partner