Auditor Report of Goyal Associates Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Goyal Associates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of Significant Accounting Policies and Additional Notes to the accounts containing 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 by the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 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 Loss of the Company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company for the year under review.

Annexure to the Independent Auditors'' Report to the members of Goyal Associates Limited [referred to in Point No. 1 under "Report on Other Legal and Regulatory Requirements" of our Report of even date]

1. (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed asset.

(b) The Company has physically verified the fixed asset during the year and in our opinion physical verification of fixed asset has been carried out at reasonable intervals having regard to the size of the company and the nature of its asset. According to the information and explanation given to us no discrepancy was noticed on such verification.

(c) The Company has not disposed off any fixed asset during the year.

2. (a) Physical verification of stock, being shares and securities, has been conducted by the

management at reasonable intervals during the year.

(b) According to the information and explanations given to us, physical verification of stock of shares and securities held in the dematerialized form has been done by way of tallying the holding as reflected in the Depository Statement with book records and physically verifying the script, for shares held in physical form. In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) According to the information and explanations given to us, no material discrepancy has been noticed on physical verification of stocks as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination

of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act. Consequently, the provisions of clauses iii (b), iii (c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence sub clauses iii (f) & (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of stocks and shares and we have not observed any continuing failure to correct any major weaknesses in such internal controls.

5. (a) As per information and explanations given to us, there were no contract /arrangement referred

to in Section 301 of the Act required to be entered in the register maintained for the purpose, (b) In the absence of any transactions in pursuance of contracts u/s 301, the question of the same being at reasonable prices, does not arise.

6. The Company, being a "Non Banking Financial Company", Section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 is not applicable. During the year, the Company has not accepted any deposit from public falling under the purview of the Non-Banking Financial Company (Reserve Bank) Directions, 1998. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed material

statutory dues. According to the information and explanations given to us, the Company does not have any undisputed amounts payable in respect of outstanding material statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the Company does not have any disputed amounts payable in respect of sales tax, income tax, customs duty, excise duty/ Cess and service tax.

10. The Company has incurred cash losses during the year under review. The accumulated losses at the year-end have exceeded the Net worth of the Company. The Company has also incurred cash losses in the immediately preceding financial year.

11. The Company has not enjoyed any credit facilities from any Bank or Financial Institutions. It has also not issued any debentures and accordingly the question of default in repayment of dues to a financial institution, bank or debenture holders does not arise.

12. According to the information and explanations 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 benefit fund/society. Therefore, the provision of this clause of the Order is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares & other derivatives. Proper records & timely entries have been maintained in this regard & further the same are held in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. The Company has not raised any term loan during the year and hence the question of application of funds raised by way of term loan does not arise.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. The Company has not made any allotment of shares during the year and hence this clause is not applicable.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any funds by way of issue of shares and hence the question of disclosure of end use of such money by the management does not arise.

21. Based on the audit procedures performed and the information and explanations given to us in the course of our audit, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Mukesh I. Gupta & Co.

Chartered Accountants FRN: 326918E

Place : Ahmedabad Date : 30th May, 2014 CA. Mukesh Gupta (Proprietor) M. No.: 064413

---

Mar 31, 2013

Report on the Financial Statements for the F.Y. 2012-13

We have audited the accompanying financial statements of Goyal Associates Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of Significant Accounting Policies and Additional Notes to the accounts containing 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 and 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"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company for the year under review.

Annexure to the Independent Auditors'' Report to the members of Goyal Associates Limited [referred to in Point No. 1 under "Report on Other Legal and Regulatory Requirements" of our Report of even date]

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

(b) The Company has physically verified the fixed asset during the year and in our opinion physical verification of fixed asset has been carried out at reasonable intervals having regard to the size of the company and the nature of its asset. According to the information and explanation given to us no discrepancy was noticed on such verification.

(c) The Company has not disposed off any fixed asset during the year.

2. (a) Physical verification of stock, being shares and securities, has been conducted by the management at reasonable intervals during the year.

(b) According to the information and explanations given to us, physical verification of stock of shares and securities held in the dematerialized form has been done by way of tallying the holding as reflected in the Depository Statement with book records and physically verifying the script, for shares held in physical form. In our opinion, the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) According to the information and explanations given to us, no material discrepancy has been noticed on physical verification of stocks as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Act. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Hence sub clauses iii (f) & (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of stocks and shares and we have not observed any continuing failure to correct any major weaknesses in such internal controls.

5. (a) Particulars of contract /arrangement referred to in Section 301 of the Act have been entered in the register required to be maintained.

(b) Transactions made in pursuant of contracts u/s 301 have been found to be at reasonable prices.

6. The Company, being a "Non Banking Financial Company", Section 58A & 58AA or any other relevant provisions of the Companies Act, 1956 is not applicable. During the year, the Company has not accepted any deposit from public falling under the purview of the Non-Banking Financial Company (Reserve Bank) Directions, 1998. As informed to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed material statutory dues. According to the information and explanations given to us, the Company does not have any undisputed amounts payable in respect of outstanding material statutory dues as at the last day of the financial year for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, the Company does not have any disputed amounts payable in respect of sales tax, income tax, customs duty, excise duty/ Cess and service tax.

10. The Company has incurred cash losses during the year under review. The accumulated losses at the year-end have exceeded the Net worth of the Company. The Company has also incurred cash losses in the immediately preceding financial year.

11. The Company has not enjoyed any credit facilities from any Bank or Financial Institutions. It has also not issued any debentures and accordingly the question of default in repayment of dues to a financial institution, bank or debenture holders does not arise.

12. According to the information and explanations 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 benefit fund/society. Therefore, the provision of this clause of the Order is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares & other derivatives. Proper records & timely entries have been maintained in this regard & further the same are held in its own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. The Company has not raised any term loan during the year and hence the question of application of funds raised by way of term loan does not arise.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. On the basis of information and explanations given to us by the management, we report that the Company has not during the year made any preferential allotment of shares to Companies & other parties listed in the Register maintained under Section 301 of the Act.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has raised Rs. 201.50 Lacs during the year by way of preferential issue of shares to persons other than promoters. The end use of such money has been disclosed by the management & verified by us.

21. Based on the audit procedures performed and the information and explanations given to us in the course of our audit, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Mukesh I Gupta & Co.

Chartered Accountants FRN: 326918E

CA. Mukesh Gupta

Place: Ahmedabad (Proprietor)

Date: 30th May, 2013 M. No. : 064413

---

Mar 31, 2012

1) We have audited tlie; Balance Sheet of Goyal Associates Ltd as at 31/03/2012 and also the Profit and Los s Account of the Company for the year ended on tl''iaa date, annexed thereto. These financial statements are the responsibility of the Cormpany''s management. Our sesponsibiHty is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit m accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor''s Report) Order, 2003, issued by the Central Govt. of India in terms of Section 227(4A) of the Companies Act.1956, we have enclose in the Annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

4) Further to our comments in the Annexure (A) referred to 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 Accounts 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, profit & loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act,1956;

e) On the basis of written representation received from the Directors as on 31stMarch, 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 the section 274 of the Act, 1956;

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR''S REPORT OF EVEN DATE

(i) (a) According to information and, explanation given to us the company is maintaining propgr records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) The physical verification of Fixed Assets is carried out at reasonably intervals by the managoment.

(c) There is no disposal of assets during the year under review.

(ii) (a) Stock of Shares phy sic ally lying with the Company has been ''verified by the management at reasonable intervals. Further the

1 Company has received confirmations of shares lying with dep ositorypartictpantsatregulprintervals.

(b) In our opinion, the procedures of physioal verification of stocks followed by?- the Management are reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The company is maintaining proper records of inventories. No discrepancies have been noticed on such verification.

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

(b) In our our opinion the rate of interest and other terms and conditions of such loans,if any, are not,prima facie, prejudicial to the interest of the company.

However, internal control system for interest free loans and outstanding need to be strengthened.

(c ) The parties have repaid the principal amount as stipulated and have also been regular in the payment of interest to the company.

(d) There is no overdue amount in excess of Rs.1 lakh in respect of loans granted/taken to/from companies, firms or other parties listed in the register maintained under section 301 of the companies act, 1956.

(e) The company has taken loan from 8 Companes. The maximum amount involved during the year was Rs. 20,700,000/- and the year-end balance was Rs. 20,700,000.

(f) The loan taken were interest free and in our opinion other terms and conditions of loan taken from companies are not, prima facie, prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(iv) In our opinion, and according to the information and explanation given to us, there are adequate internal control system commensurate with size of the company and the nature of its business through personal supervision of management of the company with regard to purchase of inventories, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

(v) (a) According to the information and explanation given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. There were no contracts to be recorded U/s 301 of the Companies Act,1956

(b) In our opinion and according to the information and explanations 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 and exceeding the value of Rs. 500000/- in respect of any party during the year have been made at price which are reasonable having regard to the prevailing market price at the relevant time.

However, in absence of intrinsic value and market quotation of unlisted companies we can not comment on whether the price of such transactions are at arm length prices or not.

(vi) The company has not accepted any deposit from public and hence the question of applicability of directives issued by the Reserve Bank of India and the provisions of section 58A,58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there under, does not arise.

(vii) In our opinion, based on the information and explanation given to us, the company has no internal audit system commensurate with its size and the nature of its business operation.

(viii) Based on the information and explanations given to us maintenance of cost records have not been prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act.

(ix) (a) According to the information and explanation given to us, the company is generally 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, income tax, cess and other material statutory dues, applicable to it.

Further, since the central government has till date not prescribed the amount of cess payable under section 44IA of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess were in arrears as at 31st March, 2012 for a period of more than 6 months form the date the became payable to it.

(c) According to the information and explanation given to us, there are no dues outstanding of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess on account of dispute.

(x) There are accumulated losses of Rs 13,075,038.49 of the company at the end of the year which exceed fifty percent of it''s net worth. Further, the company has incurred cash losses during the financial year convered by our audit and the immediately preceeding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions, bank or debenture holders.

(xii) According to the information and explanation given to us and based on the document and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the company is not a chit fund of Nidhi/Mutual benefit fund/ Society. Hence, provisions of clause 4 (xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xiv) The company has maintained proper records of the transactions and contracts and timely entries have been made therein regarding dealing in shares, securities and other investments. Shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemptions, if any granted under section 49 of the Act.

(xv) According to the information and explanation given to us, the company has not given, during the year, any guarantee for loans taken by others from Banks or financial Institutions. As a result, the question of our commenting whether the term and conditions are prejudicial to the interest of the company does not arise.

(xvi) In our opinion and according to the information, given to us, company has not taken 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 investments.

(xviii) According to the information and explanation given to us, the company has not made, during the year any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

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

(xx) The company has not raised money from the public during the year.

(xxi) On the basis of our examination of the book of account and other relevant records and information made available to us, prima-facie we have not noticed any fraud on or by the company during the year. Further, the management has represented to us that no fraud on or by the company has been reported during the year However, we are unable to determine /verify as to whether any such reporting has been made, during the year.

FOR, MUKESH I GUPTA & CO

Chartered Accountants,

FRN-326918E

Place: Ahmedabad

Date : 30/05/2012 (CA Mukesh Gupta)

Proprietor

M.N.64413

---

Mar 31, 2010

1) We have audited the attached Balance Sheet of GOYAL ASSOCIATES LTD as at 31st March, 2010 and also the Profit & Loss Account of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 the management, as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Govt, of India in terms of Section 227(4A) of the Companies Act.1956, we have enclose in the Annexurp a statement on the matters specified in the paragraph 4 & 5 of the said order.

4) Further to our comments in the Annexure (A) referred to 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 Accounts 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, profit & loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the 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 is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of the section 274 of the Act, 1956;

f) In our opinion and to the best of our information and according to explanations given to us, the said accounts give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2010

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR'S REPORT OF EVEN DATE

(i) (a) The company does not have any fixed Assets during the year so other details are not applicable.

(ii) (a) According to the information and explanation given to us, inventory has been physically verified by the management during the year and at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business.

(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 are reasonable and adequate in relating to the size of the company and the nature of its business.

(c)In our opinion and according to the information and explanation given to us,the company has maintained proper records of inventory; No material discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted unsecured loan tol company and lother party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 4,55,000/- and the year end balance was Rs. Nil.

(b) In our our opinion the rate of interest and other terms and conditions of such loans,if any, are not,prima facie, prejudicial to the interest of the company. Hoiuever, internal control system far. interest free loans and outstanding need to be strengthened.

(c ) The parties have repaid the principal amount as stipulated and have also been regular in the payment of interest to the company.

(d) There is no overdue amount in • excess of Rs.l lakh in respect of loans granted/taken to/ from companies, firms or other parties listed in the register maintained under section 301 of the companies act, 1956.

(e) The company has taken loan from 2 Companes, 1 firm and 1 other party covered in the register maintained under section 301 of the companies act, 1956. The maximum amount involved during the year was Rs. 3,49,43,970/- and the year-end balance was Rs. 1,29,45,570/-

(f) The loan taken were interest free and in our opinion other terms and conditions of loan taken from company, firm and other parties listed covered in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest. (iv) In our opinion, and according to the information and explanation given, to us, there are adequate internal control system commensurate with size of the company and the nature of its business through personal supervision of management of the company with regard to purchase of inventories, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

(v) (a) According to the information and explanation given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. There were no contracts to be recorded U/s 301 of the Companies Act,1956

(b) In our opinion and according to the information and explanations 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 and exceeding the value of Rs. 500000/- in respect of any party during the year have been made at price which are reasonable having regard to the prevailing market price at the relevant time.

However, in absence of intrinsic value and market quotation of unlisted companies we can not comment on whether the price of such transactions are at arm length prices or not.

(vi) The company has not accepted any deposit from public and hence the

question of applicability of directives issued by the Reserve Bank of India and the provisions of section 58A,58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there under, does not arise.

(vii) In our opinion, based on the information and explanation given to us, the company has no internal audit system commensurate with its size and the nature of its business operation.

(viii) Based on the information and explanations given to us maintenance of cost records have not been prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act.

(ix) (a) According to the information and explanation given to us, the company is generally 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, income tax, cess and other material statutory dues, applicable to it.

Further, since the central government has till date not prescribed the amount of cess payable under section 44IA of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess were in arrears as at 31st March, 2010 for a period of more than 6 months form the date the became payable to it

(c) According to the information and explanation given to us, there are no dues outstanding of income tax,, wealth tax, sales tax, service tax, custom duty, excise duty and cess on account of dispute.

(x) There are accumulated losses of Rs 68,81,354 of the company at the end of the year. However accumulated losses does not exceed fifty percent of it's net worth. Further, the company has not incurred cash losses during the financial year convered by our audit and the immediately preceeding financial year.

(xi) In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions, bank or debenture holders.

(xii) According to the information and explanation given to us and based on the document and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the company is not a chit fund of Nidhi/ Mutual benefit fund/ Society. Hence, provisions of clause 4 (xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xiv) The company has maintained proper records of the transactions and contracts and timely entries have been made therein regarding dealing in shares, securities and other investments. Shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemptions, if any granted under section 49 of the Act.

(xv) According to the information and explanation given to us, the company has not given, during the year, any guarantee for loans taken by others from Banks or financial Institutions. As a result, the question of our commenting whether the term and conditions are prejudicial to the interest of the company does not arise.

(xvi) In our opinion and according to the information, given to us, company has not taken 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 investments.

(xviii) According to the information and explanation given to us, the company has not made, during the year any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

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

(xx) The company has not raised money from the public during the year.

(xxi) On the basis of our examination of the book of account and other relevant records and information made available to us, prima-facie we have not noticed any fraud on or by the company during the year. Further, the management has represented to us that no fraud on or by the company has been reported during the year However, we are unable to determine /verify as to whether any such reporting has been made, during the year.

FOR, HEMANT S. JAIN & CO. Chartered Accountants, FRN-128228W

(CA Hemantprakash Jain) Proprietor M.N.117250

Place : Ahmedabad Date : 15/07/2010

---

Mar 31, 2009

1) We have audited the attached Balance Sheet of GOYAL ASSOCIATES LTD as at 31st March, 2009 and also the Profit & Loss Account of the Company for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2) We have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 the management, as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion.

3) As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Govt, of India in terms of Section 227(4A) of the Companies Act.I956, we have enclose in the Annexure a statement on the matters specified in the paragraph 4 & 5 of the said order.

4) Further to our comments in the Annexure (A) referred to 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 Accounts 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, profit & loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act,1956;

e) On the basis of written representation received from the Directors as on 31st March, 2009 and taken on record by the Board of Directors we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of the section 274 of the Act, 1956;

f) In our opinion and to the best of our information and according to explanations given to us, they said accounts give the information required by the companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March, 2009

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

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

(i) (a) The company does not have any fixed Assets during the year so other details are not applicable.

(ii) (a) According to the information and explanation given to us, inventor)' has been physically verified by the management during the year and at the end of the year. In our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its business. Closing stock of shares is subject to transfer from the company.

(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 are reasonable and adequate in relating to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanation given to us, the company has maintained proper records of inventory; No material discrepancies were noticed on verification between the physical stocks and book records.

(iii) (a) The company has granted unsecured loan to two Companies and one other party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,52,60,000 and the year- end balance of loans given was Rs. 19,50,000.

(b) In our opinion the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company. However, internal control system for interest free loans and outstanding need to be strengthened.

(c ) The parties have repaid the principal amount as stipulated and have also been regular in the payment of interest to the company.

(d) There is no overdue amount in excess of Rs. 1 lakh in respect of loans granted/taken to/from companies, firms or other parties listed in the register maintained under section 301 of the companies act, 1956.

(e) The company has taken loan from 4 parties covered in the register maintained under section 301 of the companies act, 1956. The maximum amount involved during the year was Rs. 27,50,000/- and the year-end balance was Rs. NIL.

(f) The loan taken were interest free and in our opinion other terms and conditions of loan taken from company, firm and other parties listed covered in the register maintained under section 301 of the companies act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) The company is regular in repaying the principal amounts as stipulated and has been regular in the payment of interest.

(iv) In our opinion, and according to the information and explanation given to us, there are adequate internal control system commensurate with size of the company and the nature of its business through personal supervision of management of the company with regard to purchase of inventories, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

(v) (a) According to the information and explanation given to us, we are of the opinion that the particulars of all contracts or arrangements 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, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 and exceeding the value of Rs. 500000/- in respect of any party during the year have been made at price which are reasonable having regard to the prevailing market price at the relevant time.

However, in absence of intrinsic value and market quotation of unlisted companies we cannot comment on whether the price of such transactions are at arm length prices or not.

(vi) The company has not accepted any deposit from public and hence the question of applicability of directives issued by the Reserve Bank of India and the provisions of section 58A.58AA or any other relevant provisions of the companies Act, 1956 and the rules framed there under, does not arise.

(vii) In our opinion, based on the information and explanation given to us, the company has no internal audit system commensurate with its size and the nature of its business operation.

(viii) Based on the information and explanations given to us maintenance of cost records have not been prescribed by the central government under clause (d) of subsection (1) of section 209 of the Act.

(x) (a) According to the information and explanation given to us, the company is generally 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, income tax, cess and other material statutory dues, applicable to it.

Further, since the central government has till date not prescribed the amount of cess payable under section 44IA of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

According to the information and explanation given to us no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, service tax, excise duty and cess were in arrears as at 31st March, 2009 for a period of more than 6 months from the date the became payable to it.

(c) According to the information and explanation given to us, there are no dues outstanding of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess on account of dispute.

(x) There are accumulated losses of Rs 58,83,601 of the company at the end of the year. However accumulated losses does not exceed fifty percent of its net worth. Further, the company has not incurred cash losses during the financial year converged by our audit and the 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 dues to financial institutions, bank or debenture holders.

(xii) According to the information and explanation given to us and based on the document and records produced to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) In our opinion, the company is not a chit fund of Nidhi,/ Mutual benefit fund/ Society. Hence, provisions of clause 4 (xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company-

(xiv) The company has maintained proper records of the transactions and contracts and timely entries have been made therein regarding dealing in shares, securities and other investments. Shares, securities, debentures and other investments have been held by the company in its own name except to the extent of the exemptions, if any- granted under section 49 of the Act.

(xv) According to the information and explanation given to us, the company has not given, during the year, any guarantee for loans taken by others from Banks or financial Institutions. As a result, the question of our commenting whether the term and conditions are prejudicial to the interest of the company does not arise.

(xvi) In our opinion and according to the information, given to us, company has not taken 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 investments.

(xviii) According to the information and explanation given to us, the company has not made, during the year any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the companies Act, 1956.

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

(xx) The company has not raised money from the public during the year.

(xxi) On the basis of our examination of the book of account and other relevant records and information made available to us, prima-facie we have not noticed any fraud on or by the company during the year. Further, the management has represented to us that no fraud on or by the company has been reported during the year However, we are unable to determine /verify as to whether any such reporting has been made, during the year.

FOR, HEMANT S. JAIN & CO.

Chartered Accountants,

Place: Ahmedabad (CA Hemant prakash Jain)

Date : 01/09/2009 Proprietor

---

Mar 31, 2008

To The Members of GOYAL ASSOCIATES LIMITED,AHMEDABAD on the accounts for the year ended 31stmarch 2005,

A) we have audited the attached balance sheet at GOYAL ASSOCIATES LIMITED,AHMEDABAD as at 31st march 2008,and also the profit and loss account for the year ended on that date, these financial statements are the responsibility at the company's management. our responsibility is to express an opinion on these financial statements based on our audit,

B) We conducted our audit in accordance with auditing standards generally accepted in India, those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement are free of material misstatement our audit includes an examination on a fest basis. Of evidence supporting the amount and disclosures in financial statements, assessing the accounting principles used and significant estimates and judgments made by the management in the preparation of financial statements and evaluating the overall financial statement presentation . we believe that our audit provides a reasonable basis for our opinion.

C) As required by the companies (Auditor's Report) Order, 2003 issued by the company law Board in terms of section 227 (4A) of the companies Act, 1956. we enclose in the Annexure a statement on the matters specified in paragraph (D) of the said order.

D) We further report that:

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

2. In our opinion, proper Books of Account as required by law have been kept by the company so far as appears from out examination of those Books.

3. The Balance Sheet, profit and Loss Account deal with by this report are in agreement with the Board of Accounts.

4. In our opinion the Balance sheet, profit and Loss Account deal with by this report comply with the requirements of the Accounting standards referred to in sub-section (3C) of section 211 of the companies Act, 1956.

5. On the basis of the written representations received from the directors and taken on record by the Board of Directors. we report that none of the directors is disqualified at on 31st March 2008 from being appointed as a director in terms of clause (a) of sub-section (1) of section 274 of the companies Act, 1956.

6. In our opinion and to the best of our information and according to the explanation given to us & subject to annexure to this report, the said accounts, and read together with the other notes thereon, give the information required by the companies Act, 1956. In the manner so required and also 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 2008.

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

ANNEXURE REFERRED TO IN PARAGRAPH (1) OF AUDITORS REPORT TO THE SHARE HOLDERS OF GOYAL ASSOCIATES LIMITED. AHMEDABAD ON THE ACCOUNTS FOR THE YEAR ENDEING ON 31ST MARCH, 2008.

1. The company is not having any Fixed Assets.

2. (a) As explained to us, the inventories has been physically verified during the year by the management, In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of interiorise followed by the management are 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 explanation given to us the company has maintained proper records at its inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. (a) company has not granted loan to the firms or parties covered in the register maintained under section 301 of the companies Act, 1956. Clause (b), (c), and (d0 are not applicable.

(b) In our opinion and according to the information and explanation given to us the company has taken loan from the firms and parties covered in the register maintained under section 301 of the companies Act, 1956. The gross amount at such loan taken is Rs, 1,65,90,000/- and the repayment of loan is Rs 1,65,90,000/-. There is no outstanding balance of such loan as on 31/03/2008.

(c) The loan taken were interest free and in our opinion the other terms and conditions were not prejudicial to the interest of the company.

(d) The company is regular in payment of principal amount,

4. The company has adequate internal control procedure commensurate with the size of the company and nature of its Business for purchase of inheritor and sale of goods. we have not come across any major weakness in internal control.

5.(a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered into a register in pursuance of section 301 of the companies Act, 1956, have been so entered.

(b) In our opinion and according to the information and explanation given to us the transaction made in pursuance of contract or arrangement entered in the register maintained under section 301 of the companies Act, 1956 and exceeding rupees five lacs each have been made at prices, which are reasonable having regard to previewing market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the company has not accepted / Invited any deposits falling within the preview of section 58A / 58AA of the companies Act, 1956 during the financial year.

7. In our opinion the company has internal Audit system commensurate with the size and nature of its Business:

8. As informed to us the central Govt, has not prescribed the maintenance of cost records by the company under section 209 (1) (a) of the companies Act, 1956.

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

(b) According to the information and explanations given to us no undisputed amount payable in respect of income tax wealth tax sales tax customs duty excise duty and cess were in area as of 31st March, 2008 for a period of more than six months from the date they became payable.

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

10. The company has accumulated losses of Rs 60.14.341.81. However accumulated losses does not exceed lilt percent of its net worth. During the year company has not suffered any cash loss.

11. The company has no dues outstanding towards financial institution or bank or debenture holders.

12. In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way at pledge of shares, debentures and other securities.

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

14. Proper records are presented before us for the transactions and contracts relating to dealing or trading in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the company has not given guarantees for loans taken by others from Bank or financial institutions.

16. The company has not taken any term loan during the year therefore the question of its application for the purpose for which they were raises does not arise.

17. According to the information and explanation 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 for long term investment.

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

19. The company has not issued any debentures during the year and therefore the question of creating security in respect thereof does not arise.

20. The company has not made any public issue during the year and therefore the question of disclosing the end use of money does not arise.

21. According to the information and explanations given to us based upon the audit procedures performed and representations made by the management. we report that no fraud on or by the company has been noticed or reported during the course of our Audit.

FOR PRADIP B.GANDHI & CO.,

CHARTERED ACCOUNTANTS

PRADIP B.GANDHI

PLACE: AHMEDABAD PARTNER

DATE: 28/08/2008 M.NO.102070