Auditor Report of Jagan Lamps Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Jagan Lamps Ltd which comprise the Balance Sheet as at 31st March, 2015, Statement of Profit and Loss, 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

2. 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 preparation of these financial statements that give a true and fair view of the financial position and 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 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 internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation 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

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

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

5. 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.

6. 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 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 control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion, and to the best of our information and according to the explanations given to us, the aforesaid Standalone Financial Statements together with the notes thereon, 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 March 31, 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, (the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

(I) We have sought and obtained all the information and explanation which to the best of our knowledge and belief were necessary for the purpose of our audit;

(ii) 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.

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

(iv) In our opinion, the Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2013, except.

(a) Accounting Policy No-6,Note-1, regarding non accountal of gains/ losses due to exchange fluctuations, amount unascertained ,not in conformity with Accounting Standard 11(AS-11) issued by the Institute of Chartered Accountants of India.

(b) Accounting Policy No-7, Note-1 ,regarding accountal of bonus, leave encashment and gratuity on cash basis , amount of liability not ascertained , not in conformity with Accounting Standard 15 (AS-15) issued by the Institute of Chartered Accountants of India.

(c) Accounting Policy No-2, Note-1, regarding accounting of sales (net) is not in conformity with accepted Accounting Principles

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

(vi) That the information with regard to other Matters as required to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, is given here under:

1) As per information provided, the Company does not have any pending litigations which would impact its financial position.

2) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable Losses.

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

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

(b) The fixed assets are physically verified by the Management according to a phased programmed designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. As informed to us no material discrepancies as compared to book records were noticed on assets verified during the year.

2) (a) As explained to us, the inventory was physically verified during the year by the Management. In our opinion, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory 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 explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory . The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii) (a) and (iii) (b) of the said order are not applicable to the Company.

4) In our opinion and according to the information and explanations given to us, having regard to the explanation that, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5) The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75, and 76 of the Act and the rules framed there under to the extent notified.

6) The provisions of maintenance of cost records specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and vide Companies (Cost Records and Audit) Amendment Rules , 2014 for the products dealt/manufactured by the Company are not applicable to the Company . Therefore the clause (vi) of para 3 of the Companies (Auditors Report) Order, 2015 are not applicable to the Company.

7) a) According to the records of the Company examined by us and information and explanations given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Cess and other applicable statutory dues with the appropriate authorities during the year.

b) There are no arrears of outstanding undisputed statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

8) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date and in the immediately preceding financial year.

9) According to the information and explanations given to us, and as per our verification of the records of the Company, the Company has not defaulted in repayment of dues to financial institution or Bank or debenture holders.

10) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company.

11) According to the information and explanations given to us, the Term Loans have been applied for the purpose for which the Loans were obtained.

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

For Bhasin Raghavan & Co

Chartered Accountants

FRN 000197N

(V. Singh)

Place: New Delhi Partner

Date : 30.05.2015 Membership # 93458

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

(2) Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and 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.

Auditor''s Responsibility

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

(4) An audit involves performing procedures to obtain audit evidence about the amounts and 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 (1) 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, the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

(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) Asrequiredbysection227(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) The Balance Sheet and Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

c) In our opinion, the Balance Sheet and 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 except

(i) Accounting Policy No. 6, Schedule VI, non accountable of gains / losses due to exchange fluctuations, amount unascertained, not in conformity with Accounting Standard 11 (AS-11) issued by the Institute of Chartered Accountants of India.

(ii) Accounting Policy No. 7, Schedule VI, regarding accountable of bonus, gratuity and leave encashment on cash basis, amount of liability not ascertained, not in conformity with Accounting Standard 15 (AS-15) issued by the Institute of Chartered Accountants of India.

(iii) Accounting Policy No. 3, Schedule VI, regarding accounting of sales (net) is not in conformity with accepted Accounting Principles.

(iv) Non-determination of Deferred Tax Asset/ Liability, amount not ascertained as required as per Accounting Standard -22 (AS -22) issued by the Institute of Chartered Accountants of India.

d) 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.

e) 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.

ANNEXURE TO THE AUDITOR''S REPORT

(Referred to in Paragraph 6 of our Report of even date on the accounts of JAGAN LAMPS LTD.. for the year ended 31" March 2013)

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

(b) The fixed assets of the company are physically verified by the management, according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to such program, a physical verification was carried out during the year and this revealed no material discrepancies.

(c) In our opinion and according to the information and explanations given to us, the company has not disposed off a substantial part of its Fixed assets going concern status of the Company is not affected.

1 (a) The inventories of the Company have been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

2 The Company has neither granted nor taken any loans, secured or unsecured to/ from companies, firms, or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

3 In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, including components, plant and machinery, equipments and other assets, and for the sale of goods and fixed assets. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor we have been informed of any instance of major weaknesses in the aforesaid internal control procedures.

4 (a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the Register maintained under section 301 of Act, 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 5 Lakh in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6'' The company has not accepted any deposits from the Public.

7 In our opinion, the company has no formal internal audit system; however its internal control procedures involve considerable internal checking of its financial records, which is considered by us to be adequate under the circumstances.

8 As informed, the Central Government has not prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 for any of the products of the company.

9 (a) According to our information and explanation given to us, and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees'' state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues as applicable, have been regularly deposited by the company during the year with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the company examined by us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March,2013 for a period of more than six months from the date they became payable.

10 The Company has neither accumulated losses as at 31st March, 2013 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11 The Company has no dues towards any Financial Institution or Bank or to Debenture Holders as at the balance sheet date.

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

13 In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund, Societies are not applicable to the Company.

14 In our opinion the Company has no dealing or trading in shares, securities, debentures and other investments during the year.

15 The company has not given any guarantees for loans taken by others from Banks or Financial Institutions.

16 The Company has not taken any Term Loan during the year.

17 Based on the information and explanations given to us and on an overall examination of the balance sheet of the company in our opinion, there are no funds raised on short term basis, which have been used for long term investment, and vice versa.

18 The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section301 of the Companies Act, 1956 during the year.

19 The company has not issued any debentures.

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

21 During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us we have neither come across any instance of fraud on or by the company noticed or reported during the year, not have we been informed of such case by the management.

Bhasin Raghavan & Co

Chartered Accountants

FRN000197N

s/d

Place: New Delhi [H Kapoor]

Dated: 31.05.2013 Partner

M.S.No. 82533

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Mar 31, 2011

We have Audited the attached Balance Sheet of JAGAN LAMPS LTD., as at 31st March 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed there to. 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 disclosure in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1) As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditors' Report (amendments) Order, 2004 ( herein after refer to as the "order") issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe 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 ourexamination of the books;

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

d) On the basis of written representations received from the Directors and taken on record by 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.

e) In our opinion, the Balance Sheet and Profit & Loss Account referred to in our report comply with the Accounting Standards referred to in Sub-section (3C) of the Section 211, of the CompaniesAct, 1956 except :

(i) Accounting Policy No. 6, Schedule VI, non accountal of gains / losses due to exchange fluctuations, amount unascertained, not in conformity with Accounting Standard 11 (AS-11) issued by the Institute of Chartered Accountants of India.

(ii) Accounting Policy No. 7, Schedule VI, regarding accountal of bonus & gratuity and leave encashment on cash basis, amount of liability not ascertained, not in conformity with Accounting Standard 15 (AS-15) issued by the Institute of Chartered Accountants of India.

(iii) Accounting Policy No. 3, Schedule VI, regarding accounting of sales (net) is not in conformity with accepted Accounting Principles.

(iv) Non-determination of Deferred Tax Asset / Liability, amount not ascertained as required as per Accounting Standard -22 (AS-22) issued by the Institute of Chartered Accountants of India.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read with the Notes and Schedules annexed thereto give subject to para (e) above, the information as 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:

* In the case of the Balance Sheet of the state of affairs of the company as at 31st March 2011 and

* In the case of Profit & Loss Account of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT (Referred to in Paragraph of our Report of even date on the accounts of JAGAN LAMPS LTD. for the year ended 31st March 2011)

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

(b) The fixed assets of the company are physically verified by the management, according to a phased program designed to coverall the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to such program, physical verification was carried out during the year and this revealed no material discrepancies.

(c) No fixed assets has been sold by he company during the year and the going concern of the Company is not affected.

2. (a) The Inventory of the company has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms, or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate Internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, including components, plant and machinery, equipments and other assets, and for the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor we have been informed of any instance of major weaknesses in the aforesaid internal control procedures.

5. (a) In our opinion and according to the information and explanation given to us, the transactions that need to be entered into the Register maintained under section 301 of companies Act, 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. 5 Lakh in respect of any party during the Year, have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any deposits from the Public.

7. In our opinion, the company has no formal internals audit system, however its internal control procedures involve considerable internal checking of its financials records, which is considered by us to be adequate under the circumstances

8. As informed, the Central Government has not prescribed maintenance of cost records under section 209 (1 )(d) of the Companies Act, 1956 for any of the products of the company,

9. (a) According to our information and explanation given to us, and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employee's state insurance, income tax, .sales tax, customs duty, excise duty, cess and other material statutory dues as applicable, have been regularly deposited by the company during the year with the appropriate authorities.,

(b) According to the information and explanations given to us, and the records of the company examined by us no undisputed amount payable in respect of the aforesaid dues were Outstanding as at 31st March 2011 for a period of more than six months from the date of they become payable.

10. The Company has neither accumulated losses as at March 31,2011 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. The Company has no dues towards any Financial Institution or Bank or to Debenture Holders as at the balance sheet date.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund, Societies are not applicable to the Company.

14. in our opinion the Company has no dealing or trading in shares, securities, debentures and other i investments during the year.,

15. The Company has not given any guarantees for loans taken by others from Banks or Financial Institutions.

16. The Company has not taken any Term Loan during the Year,

17. Based on the information and explanations given to us and on an overall examination of the balance sheet - of the company in our opinion, there are no funds raised on short term basis, which have been used for long term investment, and vice versa.

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

19. The Company has not issued any debentures.

20. The Company has not raised any money by public Issue during the Year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us we have neither come across any instance of fraud on or by the company noticed or reported during the year, not have we been informed of such case by the management.

Bhasin Raghavan & Co. Chartered Accountant FRN 000197N sd/- (H. Kapoor) Partner Member Ship No. 82533

Place : New Delhi Dated : 30/05/2011

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Mar 31, 2010

We have Audited the attached Balance Sheet of JAGAN LAMPS 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 Companys 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 disclosure in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1) As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report (ammendment) Order, 2004 ( herein after refer to as the order) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 and on the basis of such checks as we considered appropriate and according to the information and explanation given to us, we set out in the annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

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

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

b) In our opinion, proper books of account as required by Law have been kept by the company so far as appears from our examination of the books;

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

d) On the basis of written representations received from the Directors and taken on record by Board of Directors we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of Sub-Section (1) of section 274 of the Companies Act, 1956.

e) In our opinion, the Balance Sheet and Profit & Loss Account referred to in our report comply with the Accounting Standards referred to in Sub-section (3C) of the Section 211, of the Companies Act, 1956 except :

(i) Accounting Policy No. 6, Schedule VI, non accountal of gains / losses due to exchange fluctuations, amount unascertained, not in conformity with Accounting Standard 11 (AS-11) issued by the Institute of Chartered Accountants of India.

(ii) Accounting Policy No. 7, Schedule VI, regarding accountal of bonus & gratuity and leave encashment on cash basis, amount of liability not ascertained, not in conformity with Accounting Standard 15 (AS-15) issued by the Institute of Chartered Accountants of India.

(iii) Accounting Policy No. 3, Schedule VI, regarding accounting of sales (net) is not in conformity with accepted Accounting Principles.

(iv) Non-determination of Deferred Tax Asset / Liability, amount not ascertained as required as per Accounting Standard -22 (AS-22) issued by the Institute of Chartered Accountants of India.

f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and Profit & Loss Account read with the Notes and Schedules annexed thereto give subject to para (e) above, the information as 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 :

* In the case of the Balance Sheet of the state of affairs of the company as at 31st March 2010 and

* In the case of Profit & Loss Account of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph-1 of our Report of even date on the accounts of JAGAN LAMPS LTD. for the year ended 31st March 2010)

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

(b) The fixed assets of the company are physically verified by the management, according to a phased programme designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to such programme, a physical verification was carried out during the year and this revealed no material discrepancies.

(c) The company has not disposed of substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. (a) The Inventory of the company has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and the book records were not material.

3. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms, or other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanation given to us, there are adequate Internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of stores, raw materials, including components, plant and machinery, equipments and other assets, and for the sale of goods. Further, on the basis of our examination and information and according to the explainations given to us, we have neither come across nor we have been informed of any instance of major weaknesses in the aforesaid internal control procedures.

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

(b) In our opinion, and according to the information and explanations given to us, no transactions have been made in pursuance of contracts or arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 exceeding the value of Rs. 5 Lakh in respect of any party during the Year.

6. The Company has not accepted any deposits from the Public.

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

8. As informed, the Central Government has not prescribed maintenance of cost records under section 209 (1)(d) of the Companies Act, 1956 for any of the products of the company.

9. (a) According to our information and explanation given to us, and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees state insurance, income tax, sales tax, customs duty, excise duty, cess and other material statutory dues as applicable, have been regularly deposited by the company during the year with the appropriate authorities-

(b) As on 31st March 2010, according to the records of the company and the information, and explanations given to us, disputed dues of the income tax has since paid in full.

10. The Company has neither accumulated losses as at March 31, 2010 nor has it incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

11. The Company has no dues towards any Financial Institution or Bank or to Debenture Holders as at the balance sheet date.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund, Societies are not applicable to the Company.

14. In our opinion the Company has no dealing or trading in shares, securities, debentures and other investments during the year.,

15. The Company has not given any guarantees for loans taken by others from Banks or Financial Institutions.

16. The Company has not taken any Term Loan during the Year.

17. Based on the information and explanations given to us and on an overall examination of the balance sheet of the company in our opinion, there are no funds raised on short term basis, which have been used for long term investment and vice versa.

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

19. The Company has not issued any debentures.

20. The Company has not raised any money by public Issue during the Year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and according to the information and explainations given to us we have neither come across any instance of fraud on or by the company noticed or reported during the year, not have we been informed of such case by the management.

Bhasin Raghavan & Co. Chartered Accountants s/d Place : New Delhi (H. Kapoor)

Dated : 29-05-2010 Partner

Membership No. 82533 FRN 000197N