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Auditor Report of Kaiser Corporation Ltd.

Mar 31, 2016

INDEPENDENT AUDITORS'' REPORT

To,

The Members of

Kaiser Corporation Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Kaiser Corporation Limited (“the Company”), which comprise the Balance Sheet as at 31 March 2016, the 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

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 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 of 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 there under.

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. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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, 2016, 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, 2016 (“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”, a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the 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) On the basis of the written representations received from the directors as on 31 March, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) 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 B”'', and

(g) 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 does not have any pending litigations which would impact its financial position.

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

iii. There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

(Referred to in paragraph 1 under the heading “Report on Other Legal and Regulatory Requirements” of our report of even date)

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

(b) The Company has regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner on yearly basis. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. No discrepancies were noticed on such verification.

(c) According to information and explanations given to us and on the basis of our examination of the records of the Company, the Company does not have immovable properties and hence, paragraph 3(i) (c) of the Order is not applicable to the Company.

(ii) In our opinion and according to information and explanations given to us, physical verification of inventory has been conducted at reasonable intervals by the management. In our opinion, the frequency of verification is reasonable. The discrepancies noticed on physical verification of stock as compared to book records were not material and the same have been properly dealt with in the books of account.

(iii) In respect of loans, secured or unsecured, granted to Companies, firms, Limited liability Partnership or other parties covered in the register maintained under Section 189 of the Act:

(a) The Company has granted interest free unsecured loan to a Company covered in the register maintained under Section 189 of the Act. In our opinion and according to the information and explanations given to us, the terms and conditions of the grant of such loan are not prejudicial to the interest of the Company.

(b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and the loan is repayable on demand and there is no fixed term for repayment. Accordingly, paragraph 3 (iii) (b) of the Order is not applicable to the Company.

(c) As the loan is repayable on demand and there is no fixed term for repayment, there are no overdue amounts for more than ninety days of the loan granted to a Company listed in the register maintained under Section 189 of the Act.

(iv) According to information and explanations given to us, the Company has not made investments or given security during the year. However, the Company has granted loan to subsidiary Company and given guarantees to bank for loan taken by the subsidiary Company. As the section 185 of the Companies Act, 2013 is not applicable for loan given to subsidiary Company and guarantee given on behalf of subsidiary Company; accordingly, paragraph 3(iv) of the Order is not applicable to the Company.

(v) The Company has not accepted any deposits during the year from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 and any other relevant provisions of the Act and the rules framed there under apply.

(vi) According to the information and explanations given to us, the maintenance of cost records pursuant to Rules made by the Central Government for the maintenance of cost records under Sub-Section (1) of Section 148 of the Act are not applicable to the Company as it satisfy the condition mentioned in sub clause (B) of Section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, income tax, and sales tax, value added tax, cess and any other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues as at the 31 March, 2016 for a period of more than six months from the date they became payable. As informed, statutory dues in the nature of employees'' state insurance, duty of customs, duty of excise and service tax are not applicable to the Company.

b) According to information and explanations given to us, there are no dues on account of income tax, sales tax, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(viii) In our opinion and according to information and explanations given to us, the Company has no borrowings from banks, financial institutions, government or by way of debentures. Accordingly, paragraph 3(viii) of the Order is not applicable to the Company.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

(x) According to the information and explanations given to us, we have neither come across any instances of fraud by the Company or any fraud on the Company by its officers or employees have been noticed or reported during the year, nor have we been informed of any such cases by the management.

(xi) According to information and explanations given to us, and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

(xii) The Company is not a Nidhi Company. Accordingly, the paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) The Company has not made preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Kaiser Corporation Limited (“the Company”) as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to further periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants of India.

FOR SURESH SURANA & ASSOCIATES LLP

Chartered Accountants

ICAI Reg. No. 121750W/W-100010

(Ramesh Gupta)

PARTNER

Membership No.: 102306

Mumbai;

Dated: 30.05.2016


Mar 31, 2015

We have audited the accompanying standalone financial statements of Kaiser Corporation Limited ("the Company"),which comprise the Balance Sheet as at 31 March2015, the 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:

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 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 of 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 there under.

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 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, its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors' Report) Order, 2015 (the "Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

(a) We have sought and obtained all the 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) On the basis of the written representations received from the directors as on 31 March, 2015 and 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

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

i. The Company does not have any pending litigations which would impact its financial position.

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

iii. There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 of our report of even date)

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

(b) The Company has regular programme of physical verification of its fixed assets by which all the fixed assets are verified in a phased manner on yearly basis. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and nature of its assets. No discrepancies were noticed on such verification.

(ii) (a) In our opinion and according to information and explanations given to us, physical verification of

inventory has been conducted at reasonable intervals by the management.

(b) In our opinion and according to 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 nature of business.

(c) On the basis of examination of the inventory records and according to the information and explanations given to us, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of stock as compared to book records were not material and the same have been properly dealt with in the book of account.

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

(a) The Company has granted interest free unsecured loan to a Company covered in the register maintained under Section 189 of the Act. The maximum amount involved during the year was Rs. 2,415,000 and year- end balance was Rs. 2,365,000.

(b) In our opinion and according to the information and explanation given to us, the aforesaid loan is interest free and the loan is repayable on demand and there is no fixed term for repayment. Accordingly, paragraph 3 (iii)(b) of the Order is not applicable to the Company.

(c) There are no overdue amounts of more than Rupees one lakh in respect of the loan granted to a Company listed in the register maintained under Section 189 of the Act.

(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, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system.

(v) The Company has not accepted any deposits during the year from the public to which the directives issued by the Reserve Bank of India and the provisions of Sections73 to 76 and any other relevant provisions of the Act and the rules framed there under apply.

(vi) According to the information and explanations given to us, the Company is maintaining records pursuant to Rules made by the Central Government for the maintenance of cost records under SubSection (1) of Section 148 of the Act.

(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, value added tax, cess and any other statutory dues with the appropriate authorities. There are no arrears of outstanding statutory dues as at the 31 March, 2015 for a period of more than six months from the date they became payable. As informed, statutory dues in the nature of duty of customs, duty of excise and service tax are not applicable to the Company.

b) According to information and explanations given to us, there are no dues on account of income tax, wealth tax sales tax, value added tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

(viii) The Company has accumulated losses as at the end of the financial year and its accumulated losses are not more then fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to information and explanations given to us, the Company has no borrowings from banks, financial institutions and by way of debentures.

(x) According to information and explanations given to us, the Company has given guarantee for loans taken by its subsidiary company from bank. However, in our opinion, the terms and conditions of the said loan are prima facie not prejudicial to the interest of the Company.

(xi) The Company has not raised any term loan during the year.

(xii) During the course of our examination of the books of account and records of the Company, carried out in accordance with 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 management.

FOR SURESH SURANA & ASSOCIATES LLP Chartered Accountants ICAI Reg. No. 121750W/W-100010

(Ramesh Gupta) PARTNER Membership No.: 102306 Mumbai; Dated: 28.5.2015


Mar 31, 2014

We have audited the accompanying financial statements of Kaiser Corporation Limited (formerly Kaiser Press Limited) ("the Company"), which comprises the balance sheet as at March 31,2014, statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September 2013 of Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2014;

(b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(c) in the case of cash flow statement, of the 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, 2003 (hereinafter referred to as the "Order"), issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, we give in the Annexure hereto a statement on the matters specified in paragraphs 4 and 5 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 purpose of our audit;

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

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act; read with the General Circular 15/2013 dated 13 September 2013 of Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT (REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE)

1. In respect of its fixed assets:

a) The Company has maintained records for its fixed assets to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals and no discrepancies were noticed by the management on such verification.

c) During the year, the Company has not disposed off any of its fixed assets.

2. In respect of its inventories:

a) In our opinion and according to information and explanations given to us, physical verification of inventory has been conducted by the management at reasonable intervals.

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

3. In respect of loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act:

a) The Company has granted interest free loans to one party in the earlier years.The maximum amount involved during the year was Rs. 2,695,000 and year-end balance was Rs. 2,415,000.

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms and conditions, are prima facie not prejudicial to the interest of the Company.

c) The aforesaid loan is repayable on demand and there are no fixed terms for repayment.

d) During the year, the Company has not taken any loans, secured or unsecured, from the companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provision of clause 4(iii)(f), 4(iii)(g), of the Order are not applicable to the Company.

4. 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding value of five lakhs rupees in respect of any party, during the year, made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed hereunder. Accordingly, provisions of Clause 4(vi) of the Order are not applicable to the Company.

7. The Company does not have internal audit system during the year.

8. According to the information and explanations given to us, the Company is maintaining records pursuant to Rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Act. However, we have not made a detailed exanimation of the same.

9. a) According to the information and the explanations given to us, the Company is generally 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, custom duty, excise duty, cess and other statutory dues, with the appropriate authorities. 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, custom duty, excise duty and cess as at 31 March 2014 which is outstanding for a period of more than the six month from the date they became payable.

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

10. The Company has accumulated losses at the end of the financial year and its accumulated losses are not more then fifty percent of its net worth. The Company has not incurred cash losses during the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has no borrowings from banks, financial institutions and by way of debentures.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society and accordingly, provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to information and explanations given to us, the Company has given guarantee to bank for loans taken by subsidiary company. However, the terms and conditions whereof, are not prejudicial to the interest of the Company.

16. The Company has not raised any term loan during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short-term or long-term basis and therefore, provisions of clause (xvii) of the Order are not applicable to the Company.

18. According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Act.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year.

20. The Company has not raised any funds by way of public issue during the year.

21. During the course of our examination of books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not 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.

FORSURESH SURANA&ASSOCIATES LLP Chartered Accountants ICAI Registration No. 121750W/W 100010

(Ramesh Gupta) PARTNER Membership No.: 102306 Mumbai Dated: 30/05/2014


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Kaiser Press Limited ("the Company"), which comprises the balance sheet as at 31 March 2013, statement of profit and loss and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India including 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 controls relevant to the preparation and presentation of the financial statements that give a true and fair view and that are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true andfairviewinconformitywiththeaccountingprinciplesgenerallyacceptedinlndia:

(a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2013;

(b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(c) inthe case of cash flow statement, of the 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, 2003 (hereinafter referred to as the "Order"), issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks as we considered appropriate, we give in the Annexure here to a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Asrequiredby section 227(3) of the Act,we reportthat:

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

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

c. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

d. In our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of theAct;

e. On the basis of written representations received from the directors of the Company, as on 31 March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March, 2013 from being appointed as a director in terms of clause (g) of sub-section (1)ofSection274oftheAct.

ANNEXURE TO INDEPENDENT AUDITORS" REPORT (REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE)

1. Inrespect of its fixed assets:

a) The Company has maintained records for its fixed assets to show full particulars including quantitative details and situation of its fixed assets.

b) The fixed assets have been physically verified by the management at reasonable intervals and no discrepancies were notified by the management on such verification.

c) During the year, the Company has not disposed off any of its fixed assets.

2. In respect of its inventories:

a) In our opinion and according to information and explanations given to us, physical verification of inventory has been conducted by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, 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 needs to improve the maintenance of records of inventory so as to give proper and complete quantitative and value wise information. As the inventory records are not complete at the time of physical verification, the differences between physical stocks and book records cannot be determined. As explained to us, adjustment, if, any, in the financial statements will be made in the year of completion of such reconciliation.

3. lnre spectof loans, securedorun secured,grante dorta ken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act:

a) The Company has granted interest free loans to one party during the year.The maximum amount involved during the yearwas Rs. 2,695,000 and year end balance was Rs. 2,695,000.

b) In our opinion and according to the information and explanations given to us, the aforesaid loan is interest free and other terms and conditions, are prima facie not prejudicial to the interest of the Company.

c) The aforesaid loan is repayable on demand and there are no fixed terms for repayment.

d) During the year, the Company has not taken any loans, secured or unsecured, from the Companies, firms orotherparties covered in the registermaintained underSection 301 of theAct. Accordingly, the provision of clause 4(iii)(f), 4(iii)(g), of the Order are not applicable to the Company.

4. 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained underSection 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions exceeding value of five lakhs rupees in respect of any party, during the year, made in pursuance of such contracts or arrangements entered in the register maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58Aand 58AAof the Act and the rules framed hereunder.Accordingly, provisions;of Clause4(vi)oftheOrderarenotapplicableto the Company.

7. The Company does not have internal audit system during the year.

8. According to the information and explanations given to us, the Company is in process of updating its records made and maintained pursuant to Rules made by the Central Governmentforthe maintenance of cost records underSection 209(1) (d) of the Act. However, we have not made a detailed examination of the same.

9. a) According to the information and the explanations given to us, the Company is generally 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, custom duty, excise duty, cess and other statutory dues, with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess as at 31 March 2013 which is outstanding for a period of more than the six month from the date they became payable.

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

10. TheCompany has accumulated losses attheend of the financial year and itsaccumula te dlosses are not more then fifty percent of its net worth. The Company has not incurred cash loss during the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has no borrowings from banks, financial institutions and byway of debentures.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chitfund oranidhi/mutual benefit fund/society and accordingly, provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in ortrading in shares, securities, debentures and other investments and accordingly, provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to information and explanations given to us, the Company has given guarantee to bank for loans taken by subsidiary company However, the terms and conditions whereof, are not prejudicial to the interest of the Company

16. The Company has not raised any term loan during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short-term or long-term basis and therefore, provisions of clause (xvii) of the Order are not applicable to the Company.

18. According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained underSection 301 oftheAct.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year.

20. The Company has not raised funds byway of public issue during the year.

21. During the course of our examination of book so faccount and records of the Company carriedout in accordance with the generally accepted auditing practices in India, we have not 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 SURESH SURANA & ASSOCIATES

Chartered Accountants

Firm Reg.No.121750W

(Ramesh Gupta)

PARTNER

Membership No.: 102306

Mumbai

Dated: 30 May 2013


Mar 31, 2012

1. We have audited the attached balance sheet of Kaiser Press Limited as at 31 March 2012 and also the statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004, (hereinafter referred to as 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as "Act"); we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 appears from our examination of those books;

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

d) In our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act, to the extent applicable;

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant accounting policies and other 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2012;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and Hi. in the case of the cash flow statement, of the cash flows for the year ended on that date.

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

1. In respect of its fixed assets:

a) The Company has maintained records for its fixed assets to show full particulars including quantitative details and situation of its fixed assets.

b) There is a regular programme of verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) During the year, the Company has not disposed off substantial part of its fixed assets.

2. In respect of its inventories:

a) In our opinion and according to information and explanations given to us, physical verification of inventory has been conducted by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, 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 needs to improve the maintenance of records of inventory so as to give proper and complete quantitative and value wise information. As the inventory records are not complete at the time of physical verification, the differences between physical stocks and book records cannot be determined. As explained to us, adjustment, if, any, in the financial statements will be made in the period of completion of such reconciliation.

3. a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(b), 4(iii)(c), 4(iii)(d),of the Order are not applicable to the Company.

b) The Company has taken an interest free unsecured loan from one party covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year was Rs. 194,830 and the year end balance was Rs. 194,830.

c) In our opinion and according to information and explanations given to us, in respect of such interest free unsecured loans taken by the Company, the other terms and conditions are prima facie, not prejudicial to the interest of the Company.

d) In respect of such loans taken by the Company, the principal amounts are repayable on demand.

4. 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the 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 such contracts or arrangements entered in the register maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AAoftheActand the rules framed hereunder. Accordingly, provisions of Clause 4(vi) of the Order are not applicable to the Company.

7. The Company does not have internal audit system during the year.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Act.

9. a) According to the information and the explanations given to us, the Company is generally 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, custom duty, excise duty, cess and other statutory dues, with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess as at 31 March 2012 which is outstanding for a period of more than the six month from the date they became payable.

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

10. The Company has accumulated losses at the end of the financial year. The Company has not incurred cash loss during the financial year; however it has incurred cash losses (after extra ordinary items) in the immediately preceding financial period.

11. In our opinion and according to the information and explanations given to us, the Company has no borrowings from banks, financial institutions and by way of debentures.

12. According to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security byway of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society and accordingly, provisions of Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, provisions of Clause 4(xiv) of the Order are not applicable to the Company.

15. According to information and explanations given to us, the Company has given guarantee to bank for loans taken by subsidiary company. However, the terms and conditions whereof are not prejudicial to the interest of the Company.

16. The Company has not raised any term loan during the year.

17. According to the information and explanations given to us, the Company has not raised any funds on short-term or long-term basis and therefore, provisions of clause (xvii) of the Order are not applicable to the Company.

18. According to the information and explanations given to us, during the year, the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Act.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year.

20. The Company has not raised funds by way of public issue during the year but raised funds through private placement.

21. During the course of our examination of books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not 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 SURESH SURANA&ASSOCIATES

Chartered Accountants

Firm Reg.No. 121750W

(Ramesh Gupta)

PARTNER

Membership No.: 102306

Mumbai; Dated: 27/08/2012


Mar 31, 2011

1. We have audited the attached balance sheet of Kaiser Press Limited as at 31 March 2011 and also the profit and loss account and the cash flow statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) (Amendment) Order, 2004, (hereinafter referred to as 'Order') issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as "Act"); we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 appears from our examination of those books;

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

d) As at 31 March 2011, the Company has accounted for deferred tax assets of Rs. 4,209,202 (including Rs 1,011,963 pertaining to current period) based on future projected profitability and management's perception and judgment about virtual certainty of future taxable profits that would be available to realise deferred tax assets. In view of past performance of the Company and considering other relevant factors, in our opinion, the criteria of virtual certainty that there will be future taxable profits is not met as laid down in Accounting Standard (AS) – 22 'Accounting for Taxes on Income' notified by the Central Government and hence, accounting of deferred tax assets is not in accordance with the Accounting Standard.

Consequently, the loss (after extra ordinary item) for the period is lower by Rs. 1,011,963 and accumulated losses are lower by Rs.4,209,202 and assets are higher by Rs 4,209,202 as at 31 March 2011. (Refer note 5 of Schedule '15')

e) Subject to what is stated in paragraph (d) above, in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act, to the extent applicable;

f) On the basis of written representations received from the directors of the Company, as on 31 March 2011 And taken on record by the Board of directors, we report that none of the directors is disqualified as on 31 March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

g) We further report that, had the observations made by us in paragraph 4 (d) above been considered, the loss (after extraordinary item) for the period would have been Rs. 3,416,558 (as against the reported figure of Rs. 2,404,595), accumulated losses would have been Rs 14,534,816 (as against the reported figure of Rs 10,325,614).

h) In our opinion and to the best of our information and according to the explanations given to us, subject to what is stated in paragraph 4 (g) above the said accounts read with in particular note 14 of Schedule 15 regarding non- furnishing of the quantative information as required under Part- II of Schedule VI of the Act, and other notes thereon in Schedule 15, 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:

i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2011;

ii. in the case of the profit and loss account, of the loss for the period ended on that date; and

iii. in the case of the cash flow statement, of the cash flows for the period ended on that date.

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

1. In respect of its fixed assets:

a) The Company has maintained records for its fixed assets to show full particulars including quantitative details and situation of its fixed assets.

b) There is a regular programme of verification of fixed assets which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c) During the period, the Company has disposed off substantial part of its fixed assets. However, this has not affected the going concern status.

2. In respect of its inventories:

a) In our opinion and according to information and explanations given to us, physical verification of inventory has been conducted by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, 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 needs to improve the maintenance of records of inventory so as to give proper and complete quantitative and value wise information. As the inventory records are not complete at the time of physical verification, the differences between physical stocks and book records cannot be determined. As explained to us, adjustment, if, any, in the financial statements will be made in the period of completion of such reconciliation.

3. a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii)(b), 4(iii)(c), 4(iii)(d), of the Order are not applicable to the Company.

b) The Company has taken interest free unsecured loans from one party amounting to Rs. 1,129,023 during the period. The maximum amount involved during the period was Rs. 594,830 and the period end balance was Rs. 194,830.

c) In our opinion and according to information and explanations given to us, in respect of such interest free unsecured loans taken by the Company, the other terms and conditions are prima facie, not prejudicial to the interest of the Company.

d) In respect of such loans taken by the Company, the principal amounts are repayable on demand.

4. 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. a) In our opinion and according to the information and explanations given to us, the transactions made in

pursuance of contracts or arrangements, that needed to be entered in the register maintained under Section 301 of the 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 such contracts or arrangements entered in the register maintained under Section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed hereunder.

7. The Company does not have internal audit system during the period.

8. As explained to us, the Central Government has not prescribed maintenance of cost records under Section 209(1)(d) of the Act.

9. a) According to the information and the explanations given to us, the Company is generally 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, custom duty, excise duty, cess and other statutory dues, with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, custom duty, excise duty and cess as at 31 March 2011 which is outstanding for a period of more than the six month from the date they became payable.

b) According to the information and explanations given to us and in our opinion, there are no dues of

wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has accumulated losses at the end of the financial period. The Company has incurred cash losses (after extra ordinary items) during the financial period, however it has not incurred cash loss in the immediately preceding financial period.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company does not have any borrowings from financial institutions and by way of debentures.

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

13. In our opinion and according to the information and explanations given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society and accordingly, Clause 4(xiii) of the Order are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealing in or trading in shares, securities, debentures and other investments and accordingly, Clause 4(xiv) of the Order are not applicable to the Company.

15. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

16. The Company has not raised any term loan during the period.

17. According to the information and explanations given to us, the Company has not raised any funds on short-term or long-term basis and therefore, the clause (xvii) of the Order is not applicable.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under Section 301 of the Act during the period.

19. According to the information and explanations given to us, the Company has not issued any debentures during the period.

20. The Company has not raised funds by way of public issue during the period.

21. During the course of our examination of books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have not come across any instance of fraud on or by the Company, noticed or reported during the period, nor have we been informed of such case by the management.

FOR SURESH SURANA & ASSOCIATES Chartered Accountants Firm Reg. No.121750W

(Ramesh Gupta)

PARTNER

Membership No.: 102306

Mumbai;

Dated: 29/08/2011.

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