Auditor Report of Jaipan Industries Ltd.

Mar 31, 2015

We have audited the attached Balance sheet of M/s. JAIPAN INDUSTRIES LIMITED, as at 31st March, 2015, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conduct our audit in accordance with the Auditing Standards generally accepted in India. Those Standards required 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 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by Companies [Auditors Report] Order, 2015 ['the Order'], issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the annexure a statement on the matters specified in paragraphs 3 & 4 of the said Order.

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

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

b) In our opinion, proper books of accounts, as required by Law have been kept by the Company so far as it appears from our examination of such books.

c) The Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt with by this report are in arrangement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt by this Report comply with the Accounting Standards notified under Section 133 of companies act 2013 read with rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from Directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 st March 2015 from being appointed as a director within the meaning of section 164 of the Companies Act, 2013.

f) Subject to above, in our opinion and to the best of our information & explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 2013, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ;

i) In so far as relates to the Balance Sheet, state of affairs of the Company as at 31st March, 2015;

ii) In so far as relates to the Profit and Loss Account of the profit of the Company for the year ended on the date, and

iii) In so far as relates to the Cash Flow Statement of the cash flow of the Company for the year ended on the date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to the paragrph 2 of the Report of even date of the Auditors' to the Members of Jaipan Industries Limited on the accounts for the year ended 31st March 2015.

i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, physical verification of major items of fixed assets was conducted by the management during the year. In our opinion, the frequency of physical verification is reasonable having regard to the size and operations of the company and the nature of its assets. On the basis of explanations received, in our opinion, the discrepancies found on physical verification were not significant.

ii) a) The inventories have been physically verified by the management at reasonable intervals during the year.

b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

iii) The Company has not granted loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

iv) There is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of goods and services. No major weaknesses were observed in the aforesaid internal control system.

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

vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, for the products of the Company.

vii) a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, cess and any other statutory dues with the appropriate authority. Based on our audit procedures and according to the information and explanations given to us, there are no arrears of undisputed statutory dues which remained outstanding as at March 31, 2015 for a period of more than six months from the date they became payable.

b) According to the records made available to us and the information & explanations given by the management, the details of the dues of sales tax / income tax / custom duty / wealth tax / service tax / excise duty / cess, which have not been deposited on account of any dispute, are given below:

Sr. Name ofthe Nature of Forum Amount No. Statue Dues where '(In dispute Lacs) is pending

1 Maharashtra Sales Tax (2002-03, 2003-04, 2004-05, Sales Tax Appeal 153.86

2 Maharashtra Sales Tax (2006-07) Sales Tax Appeal 460.50

3 Maharashtra Sales Tax (2006-07) Sales Tax Appeal 170.91

4 Maharashtra Sales Tax (2009-10) Sales Tax Appeal 118.78

5 Maharashtra Sales Tax (2009-10) Sales Tax Appeal 40.05

6 Maharashtra Sales Tax (2011-12) CST Appeal 33.26

7 Maharashtra Sales Tax (2011-12) Sales Tax Appeal 3.15

8 Maharashtra Sales Tax (2007-08) CST Appeal 48.99

c) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund in accordance with the relevant provisions ofthe Companies Act, 1956 (1 of 1956) and rules made there under by the Company except amounts held in abeyance due to legal cases pending - Refer note no. 4.6 forming part of financial statements.

viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred any cash losses during the financial year covered by our audit and in the immediately preceding financial year.

ix) The Company has not defaulted in repayment of dues to debenture holders and has not taken any loan from financial institutions or banks.

x) The Company has not given any guarantee in respect of debentures.

xi) The Company has not obtained any term loans during the year.

xii) During the year, no fraud on or by the Company has been noticed or reported during the course of our audit.

For ASHOK K. LOHIYA & ASSOCIATES CHARTERED ACCOUNTANTS

ASHOK K. LOHIYA (PARTNER) MEMBERSHIP NO. 108056 FIRM REG. NO. - 124406W

PLACE : MUMBAI DATED : 14th August, 2015

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Mar 31, 2014

We have audited the attached Balance sheet of M/s JAIPAN INDUSTRIES LIMITED, as at 31st March 2014, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conduct our audit in accordance with the Auditing Standards generally accepted in India. Those Standards required 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 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

2) As required by Companies [Auditors Report] Order, 2003 as amended by Companies [Auditors Report] [ Amended]Order, 2004 [together ''the Order''], issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

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

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

b) In our opinion, proper books of accounts, as required by Law have been kept by the Company so far as it appears from our examination of such books.

c) The Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt with by this report are in arrangement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt by this Report comply with the Accounting Standards notified under companies act ,1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

e) On the basis of the written representations received from Directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2014 from being appointed as a director within the meaning of section 274 (1)(g) of the Companies Act, 1956.

f) Subject to above, in our opinion and to the best of our information & explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India ;

i) In so far as relates to the Balance Sheet, of state affairs of the Company as at 31st March 2014;

ii) In so far as relates to the Profit and Loss Account of the profit of the Company for the year ended on the date, and

iii) In so far as relates to the Cash Flow Statement of the cash flow of the Company for the year ended on the date.

ANNEXURE TO THE AUDITORS'' REPORT

Annexure referred to the paragraph 2 of the Report of even date of the Auditors'' to the Members of Jaipan Industries Limited on the accounts for the year ended 31st March 2014.

1) The nature of the Company''s business / activities during the year is such that clause [viii] & [xiii] of paragraph 4 of the Companies [Auditors'' Report] Order, 2003 are not applicable to the Company for the year ended on 31st March 2014.

2) In respect of its Fixed assets -:

a) The Company is maintaining proper records, showing full particulars including quantitative details and location of fixed assets.

b) The Company has programme of physical verification of assets which in our opinion is reasonable having regards of the size of the Company & the nature of business.

c) None of the fixed assets have been revalued during the year.

d) In our opinion and according to the information and explanations given to us No substantial part of fixed assets has been disposed off during the year.

3) In respect of its Inventory -:

a) The stock of finished goods, spare parts & raw materials has been physically verified during the year by the management. In our opinion the frequency of verification is at reasonable interval.

b) The procedure of physical verification of fixed assets followed by the management as reasonable & adequate in relation to the size of the company & the nature of its business

c) In our opinion and according to the information & explanations given to us, discrepancies noticed on physical verification between physical stock & book records were not material in relation to the operation of the Company and same have been properly dealt with in the books of account.

4) In respect of its loans -:

a) The Company has granted loan to our parties covered in register maintained under section 301 of the Companies Act 1956 (which is being updated). The maximum amount involved during the year was Rs. 32.62 Lacs Sans & the year- end balance of such loans to such parties was Rs. 32.62 Lacs. The Company has not taken any loan from parties covered in register covered under Section 301 of Companies Act 1956.

b) There are no terms & condition fixed on which loans have been granted to parties listed in the register maintained under section 301 of Companies Act 1956.

c) Hence whether the company is regular in covering the principal amount could not be reported hereunder.

d) In the absence any terms & conditions it is informed to us that there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in register maintained under section 301 of Companies Act 1956.

5) In our opinion and according to the information & explanations given to us, there are adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase of stores, raw materials including components, plant & machinery, equipment & other assets & With regard to sale of goods.

6) a) According to information & explanations given to us, we are of the opinion That the transactions that need to be entered into the register maintained under Sections 301 of the Companies Act 1956 are in the process of being updated.

b) In our opinion and according to information & explanations given to us, the transactions made in pursuance of contracts & arrangements which are being Entered in the register maintained under section 301 of Companies Act 1956 and Exceeding the value of rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

7) The Company has not accepted any Fixed Deposits from the public during the Year and therefore, the question of compliance with directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA or any other Relevant provisions of Companies Act 1956 & the rules framed there under does not arise.

8) In our opinion, Company has an adequate internal audit system commensurate with its size & nature of its business.

9) Maintenance of cost records has not been prescribed by the Central Government Under section 209 (1) (d) of the Companies Act 1956 for any products of the Company.

10) According to information & explanations given to us in respect of Statutory and Other dues -:

a) The Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s State Insurance, Sales Tax, Income Tax, Custom Duties, Excise Duty, Cess & other raw material statutory dues applicable to it. According to information & explanations given to us, there are no undisputed amount payable in respect of Wealth Tax, Sales Tax, Custom Duty, & Cess at the year-end for the period of more than Six months from the Date, they became payable.

b) According to the information & explanations given to us, there are no dues of Custom duty, Excise duty, Wealth tax, & cess on account of any dispute other then as indicated below for the assessment year 2013-2014:-

Sr. Name of the Nature of Dues No Statue

1 Maharashtra Sales Tax Sales Tax

2 Maharashtra Sales Tax (2006-07) Sales Tax

3 Central Sales Tax (2006-07) Sales Tax

4 Maharashtra Sales Tax (2009-10) Sales Tax

5 Central Sales Tax (2009-10) Sales Tax



Name of the Forum where dispute Amount Statute is pending Rs. (In Lacs)

Maharashtra Sales Tax Appeal 153.86

Maharashtra Sales Tax (2006-07) Appeal 460.50

Central Sales Tax (2006-07) Appeal 170.91

Maharashtra Sales Tax (2009-10) Appeal 118.78

Central Sales Tax (2009-10) Appeal 40.05

11) The Company has no accumulated losses.

12) Based on our audit procedure & according to information & explanation given to us, we are of the opinion that the Company has repayment of dues to Financial Institutions, Banks or Debenture holders subject to note.

13) The Company has not granted any Loans & advances on the basis of security by way of pledge of shares, debentures & other similar securities.

14) In our opinion, the company is not a chit fund or a Nidhi Mutual fund/Society. Therefore, the provisions of clause 4(xiii)of the companies (Auditor''s Report) order, 2003 are not applicable to the company.

15) In our opinion, the Company is not dealing in or trading in shares, securities, debentures & other investments. Accordingly, the provision of clause (xiv) of Paragraph 4 of aforesaid Order are not applicable to the Company.

16) The Company has not given guarantees for loans taken by subsidiaries, joint Venture companies from Bank or Financial Institution.

17) The Company has received a long term Car loan from HDFC during the year for acquiring the Car.

18) According to the information & explanations given to us by the management, the Funds raised on short term basis have not been used for long term use & vice versa.

19) The Company has closed out its mobile division during the year and all of its Stock is transferred to head office (Mumbai).

20) The Company has not raised any money by any preferential allotment during the year. Therefore the provision of clause (xviii) of paragraph 4 of the aforesaid Order not applicable to the Company.

21) The Company has not issued any debentures during the year under audit. Accordingly the provisions of clause (xix) of paragraph 4 of the aforesaid Order not applicable to the Company.

22) The Company has not raised any money by way of public issue during the year. Therefore, the provisions of clause (xix) of paragraph of the aforesaid Order not applicable to the Company.

23) During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the management.

For ASHOK K. LOHIYA & ASSOCIATES CHARTERED ACCOUNTANTS

ASHOK K. LOHIYA MEMBERSHIP NO. 108056

PLACE : MUMBAI DATED : 11th August 2014

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Mar 31, 2009

We We have audited the attached Balance Sheet of JAIPAN INDUSTRIES LIMITED, as at 31st March 2009, the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto.

These financial statements are responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

1. We conduct our audit in accordance with the Auditing Standards generally accepted in India. Those Standards required 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by Companies [Auditors Report] Order, 2003 as amended by Companies [Auditors Report] [Amended] Order, 2004 [together the Order], issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said Order.

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

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

b. In our opinion, proper books of accounts, as required by Law have been kept by the Company so far as it appears from our examination of such books.

c. The Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt with by this report are in arrangement with the books of accounts.

d. In our opinion, the Balance Sheet, Profit and Loss Account & Cash Flow Statement dealt by this Report comply with the Accounting Standards referred to in sub-section [3C] of section 211 of the Companies Act, 1956.

e. On the basis of the written representations received from Directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 from being appointed as a director within the meaning of section 274 (1)(g) of the Companies Act, 1956.

f. Subject to above, in our opinion and to the best of our information & explanations given to us, the said accounts read with significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i) In so far as relates to the Balance Sheet, of state affairs of the Company as at 31 st March, 2009;

ii) In so far as relates to the Profit and Loss Account of the profit of the Company for the year ended on the date, and

iii) In so far as relates to the Cash Flow Statement of the cash flow of the Company for the year ended on the date.

ANNEXURE TO THE AUDITORS REPORT Annexure referred to the paragraph 2 of the Report of even date of the Auditors to the Members of Jaipan Industries Limited on the accounts for the year ended 31 st March 2009

1. The nature of the Companys business / activities during the year is such that clause [viii] & [xiii] of paragraph 4 of the Companies [Auditors Report] Order, 2003 are not applicable to the Company for the year ended on 31st March, 2009.

2. In respect of its Fixed assets :

a) The Company is maintaining proper records, showing full particulars including quantitative details and location of fixed assets.

b) The Company has programme of physical verification of assets which in our opinion is reasonable having regards of the size of the Company & the nature of business.

c) None of the fixed assets have been revalued during the year.

d) In our opinion and according to the information and explanations given to us no substantial part of fixed assets have been disposed off during the year.

3. In respect of its Inventory :

a) The stock of finished goods, spare parts & raw materials have been physically verified during the year by the management. In our opinion the frequency of verification is at reasonable interval.

b) The procedure of physical verification of fixed assets followed by the management as reasonable & adequate in relation to the size of the company & the nature of its business.

c) In our opinion and according to the information & explanations given to us, discrepancies noticed on physical verification between physical stock & book records were not material in relation to the operation of the Company and same have been properly dealt with in the books of account.

4. In respect of its loans :

a) The Company has granted loan to our parties covered in register maintained under section 301 of the Companies Act, 1956 (which is being updated). The maximum amount involved during the year was Rs. 20.4 Lacs Sans & the year end balance of such loans to such parties was Rs. 20.4 Lacs. The Company has taken loan of Rs. 62,821/- from parties covered in register covered under Section 301 of Companies Act, 1956.

b) There are no terms & condition fixed on which loan have been granted to parties listed in the register maintained under section 301 of Companies Act 1956.

c) Hence whether the company is regular in covering the principal amount could not be reported hereunder.

d) In the absence any terms & conditions it is informed to us that there is no overdue amount of loans taken from or granted to companies, firms or other parties listed in register maintained under section 301 of Companies Act 1956.

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

6. a) According to information & explanations given to us, we are of the opinion that the transactions that need to be entered

into the register maintained under section 301 of the Companies Act 1956 are in the process of being updated.

b) In our opinion and according to information & explanations given to us, the transactions made in pursuance of contracts & arrangements which are being entered in the register maintained under section 301 of Companies Act 1956 and exceeding the value of rupees Five Lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market price at relevant time.

7. The Company has not accepted any Fixed Deposits from the public during the year and therefore, the question of compliance with directives issued by the Reserve Bank of India and the provisions of section 58A & 58AA or any other relevant provisions of Companies Act 1956 & the rules framed there under does not arise.

8. In our opinion, Company has an adequate internal audit system commensurate with its size & nature of its business.

9. Maintenance of cost records has not been prescribed by the Central Government Under section 209 (1) (d) of the Companies Act 1956 for any products of the Company.

10. According to information & explanations given to us in respect of Statutory and Other dues :

a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Sales Tax, Income Tax, Custom Duties, Excise Duty, Cess & other raw material statutory dues applicable to it. According to information & explanations given to us, there are no undisputed amount payable in respect of Wealth Tax, Sales Tax, Custom Duty & Cess at the year end for the period of more then Six months from the Date, they became payable.

b) According to the information & explanations given to us, there are no dues of Custom duty, Excise duty, Wealth tax, & Cess on account of any dispute other then as indicated below.



Sr. No. Name of the Nature of Dues Forum where dispute Amount

Statue is pending Rs. (In Lacs)

1 Maharashtra Sales Tax Sales Tax Tribunal 6.16



11. The Company has no accumulated losses. The Company has not incurred cash loss during the financial year covered year covered by our report.

12. Based on our audit procedure Saccording to information & explanation given to us, we are of the opinion that the Company has repayment of dues to Financial Institutions, Banks or Debenture holders subject to note. ,

13. The Company has not granted any Loans & advances on the basis of security by way of pledge of shares, debentures & other similar securities.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures & other investments. Accordingly, the provision of clause (xiv) of Paragraph 4 of aforesaid Order are not applicable to the Company.

15. The Company has not given guarantees for loans taken by subsidiaries, joint venture companies from Bank or Financial Institution.

16. The Company has not received any long term loan during the year and therefore the question of application for the purpose of which they were obtained does not arise.

17. According to the information & explanations given to us by the management, the funds raised on short term basis have not been used for long term use & vice versa.

18. The Company has not raised any money by any preferential allotment to the companies/parties/firms covered in the register maintained under section 301 of the Companies Act, 1956, during the Year. Therefore the provision of clause (xviii) of paragraph 4 of the aforesaid Order not applicable to the Company.

19. The Company has not issued any debentures during the year under audit. Accordingly the provisions of clause (xix) of paragraph 4 of the aforesaid Order not applicable to the Company.

20. The Company has not raised nay money by way of public issue during the year. Therefore, the provisions of clause (xix) of paragraph of the aforesaid Order not applicable to the Company.

21. During the course of our examination of the books of accounts carried out in accordance with Generally Accepted Auditing Practices, we have neither come across any instance of fraud on or by the Company nor have we been informed of any such case by the management.



For ASHOK K. LOHIYA & ASSOCIATES

CHARTERED ACCOUNTANTS

ASHOK K. LOHIYA

(Proprietor) MEMBERSHIP NO. 108056

PLACE : MUMBAI

DATED : 4th September, 2009