Auditor Report of HCKK Ventures Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

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

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its 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 (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

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

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

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A".

(h) with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements, if any;

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

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE AUDITORS REPORT

Issued by the Central Government under sub section 11 of section 143 of the Companies Act, 2013, (18 of 2013)

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

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

b) The Company does not hold any fixed assets for the period under review and the year immediately preceding the year under review.

(II) The Company is a Non-Banking Financial Finance Company. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

(III) The Company has not granted loans to any body corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act'). Thus, paragraph 3(iii) of the Order is not applicable.

(IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

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

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

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

Name of the statue Nature of the dues Amount(in. Rs..)

Income Tax Income Tax 50,750/-

Income Tax Income Tax 1,33,333/-



Name of the statue Period to which Amount relates

Income Tax F.Y. 2012-13

Income Tax F.Y. 2013-14

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

Name of the Nature of dues Amount Period which the statue (in. Rs.) amount relates

Income Tax Income Tax 221,280/- A.Y. 2008-09 Demand

Income Tax Income Tax 30,770/- A.Y. 2009-10 Demand



Name of the Forum where disputes pending statue

Income Tax Assessing Officer of Income Tax under 143(1) on 18/07/2009

Income Tax Assessing Officer of Income Tax under 1431a on 09/11/2010

* net of amounts paid under protest.

# a stay order has been received against the amount disputed and not deposited.

** The Company is in the process of filing an appeal before the CESTAT, Bangalore.

c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(VIII) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(IX) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

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

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

For Motilal & Associates Chartered Accountants Registration No. 106584W

Motilal Jain Membership No. 036811

Place : Mumbai Date : 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of SHREENATH INDUATRIAL INVESTMENT CO. LTD which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended, Cash Flow Statement for the Year ended and a summary of the significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

1. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the general circular15/2013 dated 15th September 2013 of the Ministry Of Corporate Affairs in respect of Section 133 of Companies Act, 2013. 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

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

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

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

Opinion

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

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

(b) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended 31st March, 2014, and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended 31st March, 2014

Report on Other Legal and Regulatory Requirements

6. 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.

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

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

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

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

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

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

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in paragraph 3 of our Report of even date on the accounts of SHREENATH INDUSTRIAL INVESTMENT CO. LTD. or the year ended on 31st March, 2014)

1 (a) As informed, the Company does not have any Fixed Assets and such, clause 4(i) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

2 (a) As informed, the Company does not have any inventory and such, clause 4(ii)(a) to 4 (ii)(C) of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable.

3 (a) The company has not granted any loans, unsecured or secured to companies, firms or other parties covered in the register maintained under section 185 of the Act.

(b) In respect of the advances given by the Company, these are repayable on demand and therefore the question of overdue amount does not arise.

(c) The Company has taken unsecured loans from Six Parties during the year. The maximum amount outstanding anytime during the year was '' 40 Lacs and the balance at the year-end was Rs.40 Lacs.

(d) In our opinion and according to the information and explanations given to us the rate of interest wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the company.

4 In our, opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5 (a) According to the information and explanations given to us, transactions that need to be entered into the register maintained in pursuance of Section 185 of the Companies Act, 2013 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangement entered in the register maintained under section 185 of the Companies Act, 2013 and exceeding the value of Rupees Five Lacs or more in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

6 According to information and explanations given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of the Clause (vi) of paragraph 4 of the order are not applicable.

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

8 The company is not required to maintain cost records as per provisions of section 128 of the Companies Act, 2013.

9 (a) As per information and explanations given to us, provisions of Provident Fund Act, Investor Education and Protection Fund Act and Employee''s State Insurance are not applicable to the Company. The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, wealth tax, and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there is no dispute in the matter of sales tax, income tax, wealth tax; customs duty, excise duty and cess exist as at 31st March 2014.

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

10 The Company does not have accumulated losses at the end of the financial year covered by the audit and in the immediately preceding financial year.

11 According to the information and explanations given to us and based on the documents and records produced to us, the company did not have any borrowing from a financial institution or bank or debenture holders and hence clause 4(xi) of the companies (Auditor''s Report) Order, 2003 (as amended) is not applicable.

12 According to the information and explanations given to us and based on the documents and records produced 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. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

13 In our opinion, the company is no a chit fund or a nidhi / mutual benefit fund society. Therefore, the provisions of clause 4(xii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14 The Company has maintained proper records of the transaction and contracts in respect of dealing or trading in shares, securities, debentures, and other investment and timely entries have been made therein .All Shares, securities, debentures and other investment have been held by the Company in its name.

15 The company has not given guarantee for the loans taken by others from banks or financial institution; hence clause (xv) of Para 4 of the Order is not is not applicable.

16 According to the information and explanation given to us and overall examination of the Balance Sheet of the Company ,we are of the opinion that there are no funds raised on short term basis that have been applied for long term investment.

17 According to the information and explanations given to us , the company has not made preferential allotment during the previous year to parties covered in the register maintained under section 185 of the Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the company.

18 The Company did not have any outstanding debentures during the year.

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

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

For L K M & Co.

Chartered Accountants F. R. No. 126823W (L. K. Malpani)

Place: - Mumbai Proprietor

Date : - 22.07.2014 M. No. 106989

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Mar 31, 2013

We have audited the accompanying financial statements of Shreenath Industrial Investment Company Limited , which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in 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.

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

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

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

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

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

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

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, 1956and based on the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 of the said Order.

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

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

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

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

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

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

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

1. a) There is no fixed assets in the Company. Accordingly the clauses I (b) and I (c) of paragraph 3 of the Companies

(Auditors'' Report) Order, 2003 are not applicable to the company for the year.

2. a) (i) In our opinion and according to the information and explanations given to us, the company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly the clauses 2 (a) (ii) to (iv) of paragraph 3 of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company for the year

b) (i) The company has not granted loans, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 30 I of the Act. Accordingly the clauses 2 (b) (ii) to (iv) of paragraph 3 of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company for the year.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of fixed assets and sale of goods and services. During the course of our audit, no major weakness has been noticed in the above controls and therefore the reporting of the same does not arise.

4. a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 30 I of the Act that need to be entered in the register maintained under that section have been so entered.

b) In our opinion, according to the information and explanations given to us, there is no such transactions made in pursuance of such contracts or arrangements entered in the register maintained under Section 30 I of the Act and exceeding the value of rupees five lakhs in respect of any party during the year, prima facie, have been made at prices which are reasonable having regard to the nature of the service and the prevailing market prices at the relevant time,

5. In our opinion and according to the information and explanations given to us, the company has complied with the directives issued by Reserve Bank of India and the provisions of Section 58A, Section 58AA or any other relevant provisions of the Act, and the rules framed there under with regard to deposits accepted from the public.

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

7. The Central Government has not prescribed the maintenance of cost records under Section 209( I)(d) of the Act.

8. a) According to the records of the company and the information and explanations given to us, undisputed statutory dues including provident fund, employee state insurance, income tax, wealth tax, service tax, sales tax, value added tax, customs duty and excise duty were regularly deposited during the year with the appropriate authorities.

b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise duty and cess which are outstanding as at 31st March, 2013 for a period of more than six months from the date they became payable.

9. According to the records of the company and the information and explanations given to us, there are no dues of wealth tax, customs duty, excise duty and cess which have not been deposited on account of dispute.

10. The company does not have any accumulated losses at the end of the financial year and Company has also not incurred cash losses during the current and immediately preceding financial year.

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

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

13. The provisions of any special statue applicable to chit fund / nidhi / mutual benefit societies are not applicable to the company.

14. based on our examination of records and the information and explanation given to us, the company does not deal/ trade in shares, securities , debentures and other Investment.

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 banks and financial institutions.

16. To the best of our knowledge and belief and according to the information and explanations given to us, company has not availed any term loans. Accordingly clauses 16 of paragraph 3 of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company for the year.

17. In our opinion and according to the information and explanations given to us, on an overall examination of the balance sheet of the company, funds raised on short term basis, prima facie, have not been used during the year for long term investment.

18. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 30 I of the Companies Act, 1956.

19. According to the information and explanations given to us, the company has not issued unsecured debenture during the period covered by our audit report.

20. The company has not raised money by public issues during the year.

21. To the best of our knowledge and according to the information and explanations given to us, during the year no fraud on or by the company was noticed or reported during the course of our audit.

22. In our opinion and according to the information and explanations given to us, the nature of the company''s business / activities during the year have been such that clauses ii, xiii and xviii of paragraph 3 of the Companies (Auditors'' Report) Order. 2003 are applicable to the company for the year.

For PAWAN MANDOWARA & CO., CHARTERED ACCOUNTANTS, (CA PAWAN MANDOWARA)

Place : - Indore Partner

Date : - 21.06.2013 M. No. 409201

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Mar 31, 2012

We have audited the attached Balance Sheet of SHREENATH INDUSTRIAL INVESTMENT COMPANY LIMITED, as at 31st March 2012 and also the Statement of Profit and Loss and the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order 2003 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.

Further to our comments in the Annexure referred to above, we report that:

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

2. 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;

3. 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;

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

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 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.

6. The Company has been granted Certificate of Registration bearing no. 01.00097 dated 11th March, 1998 by the ANNUAL REPORT 2011-2012

Reserve Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. The Board of Directors has passed a resolution during the year for non-acceptance of any public deposits and accordingly it has not accepted any public deposits during the year.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

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

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

Mumbai: 18th May, 2012

For J G VERMA & CO., CHARTERED ACCOUNTANTS, (Registration no. 111381W) Sd/-

J. G. VERMA PARTNER Membership No. 5005

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE SHREENATH INDUSTRIAL INVESTMENT COMPANY LIMITED (31.03.2012)

(i) The Company does not own any fixed assets, accordingly clauses 4(i)(a), 4(i)(b) and 4(i)(c) of the Order are not applicable.

(ii) The Company did not have any inventory during the year or at the end of the year, accordingly clauses 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order are not applicable.

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

(b) The Company has not taken interest free unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) The Company has not purchased any stores items, raw materials, plant and machinery or sold any goods during the year under report and accordingly, the clause 4(iv) of the Order is not applicable to the Company.

(v) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that needed to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause (v)(b) of paragraph 4 of the Order regarding reasonableness of prices of such transactions is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

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

(ix) (a) In the absence of any activities during the year, the Company was not liable to deposit any statutory dues with the authorities. As per the records of the Company, there were no arrears of outstanding statutory dues for a period of more than six months from the date they became payable.

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

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year under report or immediately preceding financial year.

(xi) The Company has neither taken any loans from a financial institution and a bank nor issued debentures. Accordingly, clause (xi) of paragraph 4 of the Order is not applicable.

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

(xiv) The Company has not made any transactions during the year of dealing or trading of shares, securities, debentures and other investments. Accordingly, the clause (xiv) of paragraph 4 of the Order is not applicable to the Company for the above year.

(xv) As informed to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any term loan during the year. Therefore clause (xvi) of paragraph 4 of the Order is not applicable.

(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 the no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued debentures and hence the clause (xix) of paragraph 4 of the Order is not applicable.

(xx) During the year under audit, the Company has not raised money by public issue.

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

Mumbai: 18th May, 2012

For J G VERMA & CO., CHARTERED ACCOUNTANTS, (Registration no. 111381W) Sd/-

J. G. VERMA PARTNER Membership No. 5005

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Mar 31, 2011

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

We conducted our audit in accordance with Auditing Standards generally accepted in India. These 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 our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order 2003 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.

Further to our comments in the Annexure referred to above, we report that:

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

2. 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;

3. The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

4. In our opinion, the Balance Sheet, the Profit and Loss Account and the 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;

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 as on 31st 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.

6. The Company has been granted Certificate of Registration bearing no. 01.00097 dated 11th March, 1998 by the Reserve Bank of India under section 45 IA of the Reserve Bank of India Act, 1934. The Board of Directors has passed a resolution during the year for non-acceptance of any public deposits and accordingly it has not accepted any public deposits during the year.

7. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with accounting principles generally accepted in India:

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

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

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

ANNEXURE REFERRED TO IN OUR REPORT OF EVEN DATE SHREENATH INDUSTRIAL INVESTMENT COMPANY LIMITED

(i) The Company does not own any fixed assets, accordingly clauses 4(i)(a), 4(i)(b) and 4(i)(c) of the Order are not applicable.

(ii) The Company did not have any inventory during the year or at the end of the year, accordingly clauses 4(ii)(a), 4(ii)(b) and 4(ii)(c) of the Order are not applicable.

(iii) (a) The Company has not granted any loans secured or unsecured to parties covered in the register maintained under section 301 of the Companies Act, 1956, accordingly clauses 4(iii)(b) to (d) of the Order are not applicable.

(b) The Company has not taken interest free unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) The Company has not purchased any stores items, raw materials, plant and machinery or sold any goods during the year under report and accordingly, the clause 4(iv) of the Order is not applicable to the Company.

(v) Based on audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that there were no transactions during the year that needed to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly clause (v)(b) of paragraph 4 of the Order regarding reasonableness of prices of such transactions is not applicable.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence the clause (vi) of the Order is not applicable to the Company.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

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

(ix) (a) In the absence of any activities during the year, the Company was not liable to deposit any statutory dues with the authorities. As per the records of the Company, there were no arrears of outstanding statutory dues for a period of more than six months from the date they became payable.

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

(x) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses either during the financial year under report or immediately preceding financial year.

(xi) The Company has neither taken any loans from a financial institution and a bank nor issued debentures. Accordingly, clause (xi) of paragraph 4 of the Order is not applicable.

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

(xiv) The Company has not made any transactions during the year of dealing or trading of shares, securities, debentures and other investments. Accordingly, the clause (xiv) of paragraph 4 of the Order is not applicable to the Company for the above year.

(xv) As informed to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any term loan during the year. Therefore clause (xvi) of paragraph 4 of the Order is not applicable.

(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 the no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) The Company has not issued debentures and hence the clause (xix) of paragraph 4 of the Order is not applicable.

(xx) During the year under audit, the Company has not raised money by public issue.

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

For J G VERMA & CO.,

CHARTERED ACCOUNTANTS, (Registration no. 111381W) Sd/-

J. G. VERMA PARTNER Membership No. 5005

Mumbai: 19th May, 2011