Auditor Report of Khodiyar Industries Ltd.

Mar 31, 2011

1. We have audited the attached Balance sheet of KHODIYAR INDUSTRIES LIMITED as at 31st March, 2011 and the related Profit & Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 conduct 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) Order, 2003 as amended by Companies (Auditor's Report) amendment Order, 2011 (together with the order) issued by the . Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we annex here to 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 and information and explanations provided to us, we report that:

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

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

3) The Balance Sheet, Profit & Loss Account and the Cash Flow Statement referred to in this report are in agreement with the books of accounts of the company.

4) In our opinion, these financial statements comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act 1956, except as slated in para 6(a) and (b) below.

5) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors js 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 Companies Act 1956.

6)In our opinion and to the best of our information and according to the explanations given to us, the accounts together with the notes thereon of schedule 12 and in particular- give the information required by the companies act,1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2011. and

b) In the case of Profit and Loss Account, of the profit for the year ended on 31st March, 2011.

Annexure referred to in paragraph 3

1. At the end of the year company has inventory Which is Physically Verified Certified & Valued By The Director Of The Company.

2. (a) The company has not taken any loans from Companies, Firms or other parties other than directors; Register maintained under section 301 of the Act. No amount was borrowed from the directors of the company during the year & other financial institutes.

(b) There are no overdue payments.

3. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business.

4. (a) According to the information and explanation given to us, we are of the opinion at the transactions that need to be entered into the register maintained under section 301 of the Act, have been so entered.

(b) In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/ or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party', So this provision is not applicable.

5. In our opinion and according to the information and explanation given to us, the company has not accepted any deposits; hence the provision of section 58A of the Companies Act 1956 and Companies (acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public are not applicable.

6. In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

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

8. (a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory' dues applicable to if (b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty' and cess were outstanding, as at 31st March' 2011 for a period of more than six months from the date they become pay able as the co has not started business yet.

9. The company have Rs.34959954 accumulated losses.

10. In our opinion and according to die information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions or banks.

11. According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and order securities. Therefore die provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

12. In our opinion, the company is not a Chit Fund or a NIDH1 Mutual Benefit Fund/Society'. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

13. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order, 2003 are not applicable to the company.

14. As informed to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

15. According to the information and explanations given to us, and on an overall examination of the balance sheet of the company, we report that no funds raised oil short-term basis have been used for Long-term assets. No long-term funds have been used to finance short-term assets.

16. The company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act.

17. The company has not issued any debentures.

I8. During the period covered by our audit report, the company has not raised any money by public issue.

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

Date :31st May, 2011 For, Vishves A. Shah & Co.

Place : Ahmadabad Chartered Accountants.

Firm No;-121356W

(Vishves A. Shah)

Proprietor

M. No. 109944

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Mar 31, 2009

1. We have audited the attached Balance Sheet of KHODIYAR INDUSTRIES LTD, as at 31st March, 2009 and also the Profit and Loss Account 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) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 (hereinafter referred to us the 'Act'), we enclose in the Annexure of statement on the masters specified in paragraphs 4 and 5 of the said Order, to the extent applicable,

4. Further 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 accounts as required by law have been kept by the company sc far as appears from our examination of the books of accounts;

(c) The Balance Sheet dealt with by this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet of the company comply with the Accounting Standards as referred in Sub-Section (3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

(e) As per information and explanations given to us, none of the directors of the company are disqualified from being appointed as a director under clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the bees-. of our information and according to explanations given to us, subject to confirmation of Unsecured Loans, Sundry Creditor, Current Liabilities, Sundry Debtors & Loans & Advances the said accounts, read together with Significant Accounting Policies and Notes forming part of Accounts, give the information required by the Companies Act, 1956 in the manner so required, and give a true and fair view in conformity with the accounting principles generally accepted in India,

(i) In case of Balance Sheet, of the state of the affairs of the company as at 31st March 2000.

(ii) In case of Profit and Loss Account, of the Loss of the Company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT Referred to in our Report of even date:

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

(b) All the assets have been physically verified by the management during the year, there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) No disposal of fixed assets of the Company has taken place during the year.

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

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of Inventories followed by thru management are reasonable and adequate in relation to the size of the Company and the nature of its Business.

(c) In our opinion and according to the information and explanation given to us, the Company has maintained proper records of its Inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. As per information and explanation given to us, the Company has not granted and taken the unsecured loans to and from the Companies, and other parties covered in the register maintained under section 301 of the Act.

a. The Company has taken/granted interest free loans, in our opinion the rate of interest and other terms and condition on which loans have been taken from /granted to Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie , prejudicial to the interest of the company.

b. The company is regular in repaying the principal amount as stipulated and has been regular in the payment of interest. The parties have repaid the principal amount as stipulated and have been regular in the payment of interest.

c. There is no overdue amount of loan taken from or /granted to Companies, Firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. The Company has adequate internal control procedure commensurate with the size of the Company and nature of its Business with regard to purchase of stores, raw materials including components, plant and machinery, equipment and other assets, and for sale of goods. We have not come across any major weakness in internal control.

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

(b) In our opinion and according to the informant. on and explanations given to us, the transactions made in pursuance of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding rupees five Lakhs each have been made at prices, which are reasonable having regard to prevailing market prices at the relevant time.

6. In our opinion and according to the informant. on and explanations given to us, the Company has not accepted / invited any deposits falling within the preview of Section 58A / 58AA of the Companies Act, 1956 during the financial year.

7. In our opinion, the Company has Internal Audit system commensurate with the size and nature of its Business.

8. As informed to us the Central Govt, has not prescribed the maintenance of cost records by the Company under Section 209 (1) (d) of the Companies Act, 1956.

9. (A) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed Statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty and Cess were in arrears, as of 31st March, 2009 for a period of more than „six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of Income Tax, Customs duty, Wealth Tax, Excise duty and Cess (except Sales Tax) which have not deposited on Account of any dispute.

10. The Company has accumulated losses at the end of financial year of Rs. 35079350/-

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial Institutions, Banks or debenture holders.

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

13 In our opinion, the Company is not chit fund or a Nidhi / Mutual benefit fund / Society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanation given to us, the Company has maintain the proper records in respect of dealing and trading in Shares, Securities, Debentures and other investments. Such Instruments are held by the company in its own name.

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

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

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the no funds raised on short - term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working Capital.

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

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

20. The Company has not made any Public Issue during the year and therefore the question of disclosing the end use of money does not arise.

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

For D D MEHTA AND CO. Chartered Accountants Place: Mumbai Date: 04.09.2009 DEVEN D. MEHTA

Proprietor M. No. 107667

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Mar 31, 2008

We have audited the attached Balance Sheet of M/s Khodiyar Industries Limited as at 31-3-2008 and also annexed Profit and Loss Account of the Company for the year ended on that date.

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

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on 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.

As required by the Manufacturing and other Companies (Auditor's Report) Order 1988, issued by the Central Government in terms of Section 227 {4A) of the Companies Act, 1956, we enclose in the Annexure a Statement on the matters specified in paras 4 and 5 of the said Order to the extent applicable and based on such checks as are considered appropriate.

Further to our comments in the Annexure referred to above:

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

2. In our opinion, proper Books of Account as required by the law have been kept by the Company so far as appears from examination of the books;

3. The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with Books of Accounts;

4 in our opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956;

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

6. In our opinion and to the best of our information and according to the explanations given to us. the Accounts read in conjunction with other Notes on Accounts, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2008; and

b. In the case of the Profit and Loss Account, of the Loss for the year ended on that date.

1. The Company is maintaining proper records to show full particulars including quantitative details and situation of Fixed Assets. According to the information and explanation given to us, the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In out opinion* the frequency of such verification is reasonable*

2. None of (he fixed Assets have been revalued during the period,

3. The stock of finished goods, semi finished goods, packing materials, stores & spares and raw materials have been physically verified by the management at the year end,

4. In our opinion, and as per the information given to us the procedure of physical verification of stock adopted by the management is reasonable and adequate in relation to the size and nature of the business carried out by the company.

5. Discrepancies noticed on physical verification of stocks were not material and lie same have been adjusted in the books of accounts.

6. In our opinion the method of valuation of stock is fair and proper and in accordance with the normally acceptable accounting principles and is consistent with the method adopted in the preceding year.

7. The Company has taken unsecured loans from Directors and the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company. The Company has not taken any loan. Secured or unsecured from the Companies under the same management as defined under sub-section (IB) of Section 370 of the Companies Act, 1956.

8. The Company has not granted any loan, secured or unsecured or unsecured to the Companies under the same Management as defined under sub section 370 of the Companies Act* 1956,

9. In respect of Loans and Advances given, deluding to the employees, principal and interest installments are being recovered according to stipulation.

1O. In our opinion and according to the information and explanations given to us, there are adequate internal control of its business for the purchase of plant and machinery, equipment and other assets,

11. In our opinion and according to the information and explanation and given to us, the company has complied with the provisions of Section 58 A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public,

12. The Company has internal audit system commensurate with the size and nature of its business.

13. The Company is not required to maintain the Books of Account of cost records under Section 209 (t) (d) of the Companies Act, 1956.

14. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty as at March 31,, 1999 which were outstanding for a period of more than six months from the date they become payable.

15. According to the information and explanations given to us no personal expenses have been charged to revenue account.

16. The Company is not a sick Industrial Company within the meaning of Clause (a) of sub-section (1) of Section 3 of the Sick Industrial Companies (Special Provision) Act, 1985,

Place : Ahmedabad For Ingit Modi Associates

date :01/O9/2OO8 Chartered Accountants

(Ingli C.Modi)

Proprietor