Auditor Report of Lesha Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of LESHA INDUSTRIES LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2015, 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 Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, 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 financial statements based on our audit.

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 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 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 financial statements.

Matter of Emphasis:

* The company has in past granted/renewed loans and advances to other companies, which has been identified as non- performing asset. Accordingly, company has not recognized any income from the same. In the opinion of directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion company needs to make provision for such long outstanding non- performing assets amounting to Rs. 135.32 lacs. Due to non-provision in this regard the debit balance of profit & loss account is under stated and balance of loans and advances is overstated by the said sum. This matter been already emphasized by previous auditor.

* The company is carrying "P & P Expenses and issue related expenses"of Rs.11,15,232/- as "other current assets" which in our opinion needs to be write off. And Due to the same profit & loss account is under stated and the balance of Other Current Assets is over stated by the said sum.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the matter of emphasis paragraph above, the aforesaid 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, 2015;

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 the 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, 2015 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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 appears from our examination of those books.

c) The Balance Sheet, the 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014), together with the early adoption by the Company of Accounting Standard (AS) 30 Financial Instruments, Recognition and Measurement, effective April 1, 2007, and the consequential limited revisions as has been announced by the Institute of Chartered Accountants of India to certain Accounting Standards, as stated in Note 2 (a) and 38.

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

f) With respect to the other matters included in the Auditor's Report and to our 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 derivatives contracts for which there were any material foreseeable losses.

iii. There is no amount required to be transferred, to the investor's education and protection fund by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

The annexure referred to in our report to the members of LESHA INDUSTRIES LIMITED ('the company'), for the year ended 31st March, 2015. We report that,

(i) In respect of its fixed assets:

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

b. Some of the fixed assets were physically verified during the year by the Management in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

a. As explained to us, the inventories (excluding inventories with third parties) were physically verified during the year 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 were 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) The Company has granted loan to one related party covered in the register maintained u/s 189 of the companies Act, 2013. The amount involved i.e the maximum amount outstanding during the year involved in such transaction was Rs. 263.01 lacs and the yearend balance is Nil.

a) The said loans were interest free and repayable on demand

b) There is no outstanding dues in respect of the said loan

(iv) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

(v) According to information and explanations given to us, the Company has not accepted any deposits from public during the year. In respect of unclaimed deposits, the Company has complied with the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made thereunder.

(vi) As informed to us, the central government has not prescribed maintenance of cost records under sub section (1) of the section 148 of the Act.

(vii) According to the information and explanations given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of customs, Duty of excise, Value added tax, Cess and any other material statutory dues with the appropriate authorities.

b. According to the information and explanations given to us, no undisputed amount payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty and were in arrears, as of 31st March, 2015 for a period of more than six months from the date they became payable.

(viii) There is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder

(ix) The Company has accumulated losses of Rs. 168.35 lacs as at the end of financial year which is less than 50 % of net worth of the company. Further, company has incurred cash loss of Rs. 13.45lacs during the financial year covered under audit and also incurred cash losses of Rs. 3.56 lacs in the immediately preceding financial year.

(x) The Company has not taken any borrowings from banks, financial institutions or by way of debentures. Accordingly, the provisions of clause 3(ix) of the Order are not applicable to the Company.

(xi) According to the information and explanations given to us and the records of the Company examined by us, the Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 3(x) of the Order are not applicable to the Company.

(xii) The Company has not taken any term loans during the year. Accordingly the provisions of clause 3(xi) of the Order are not applicable to the Company.

(xiii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For Pradip B. Gandhi & Co. Chartered Accountants Frn No. 118674W

CAPradip B. Gandhi Place : Ahmedabad Partner Date : 30-05-2015 Membership No. 102070

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Mar 31, 2014

We have audited the accompanying Financial Statements of M/s. LESHA INDUSTRIES LIMITED (the "Company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit & Loss and also the Cash Flow Statement for the year ended and a summary of significant accounting polices and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the ''Act'') read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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 auditors'' 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 auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management as well as evaluating the overall presentation of the financial statements.

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

Emphasis of Matter :

We draw attention to

a) The company has in past granted/ renewed loans and advances of Rs. 18.29 lacs, which has been identified as non-performing asset. Further there are Capital Advances of Rs. 75 lacs and Advances to Suppliers of Rs. 42.03 lacs, which are Doubtful of Recovery. In the opinion of the directors, the process of recovery is going on and the same is not fully doubtful of recovery. However in our opinion, company needs to make provision for such long outstanding non-performing assets amounting to Rs. 135.32 lacs. Due to non-provision in this regard, the debit balance of profit & loss account is under stated and the balance of loans and advances are over stated by the said sum.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying 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.

i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2014.

ii) In the case of Statement of Profit & Loss, of the Loss for the year ended on that date and,

iii) 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, as amended by the companies (Auditor''s Report) (amendment) order, 2004 issued by the Central Government of India, in terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure, 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 accounts 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 & 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 & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 to the extent applicable.

e) On the basis of written representations received from the Directors and taken on record by the Board of Directors, none of the Directors of the company are prima facie disqualified as on 31st March 2014 from being appointed as Directors of the company in terms of clause (g) of Section 274(1) of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

(b) We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of fixed assets and the Going Concern status of the Company is not affected.

2. a. The Inventories lying with the company have been physically verified by the management to the extent practicable at reasonable interval during the year or at the year end.

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

c. In our opinion the company is maintaining proper records of inventories and according to the records of the company the discrepancies noticed on physical verification of stocks as compared to book records were not material.

3. (a) According to the information and explanations given to us, the Company has taken/granted unsecured loans from/to companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has taken interest free loans from Two parties covered in the aforesaid Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 1005.28 lacs). Rs. 892.61 lacs were payable to these parties as at the close of the accounting year.

(ii) The company has granted interest free loan to Six parties covered in the Register maintained u/s 301 of the Companies Act, 1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 486.57 lacs) Rs. 373.75 lacs were due from these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principle amount are on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us, we are of the opinion that there are no transaction that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

7. The company has no formal internal audit system, however, according to management, the existing internal control procedure is adequate.

8. Maintenance of cost records has not been prescribed by the central government under provision of Section 209(1)(d) of the Companies Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, service tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable.

10. The Company has accumulated losses of Rs. 148.59 lacs at the end of the year which is less than 50%of Net worth of the Company. Further, the company has incurred cash loss of Rs. 3.56 lacs during the financial year covered under audit and also incurred cash loss of Rs. 30.80 lacs during the immediately preceding financial year.

11. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. In our opinion, 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, the company is not chit fund or nidhi mutual fund/society.

14. According to the information and explanation given to us, the company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. The Shares, securities & other investments have been held by the company in its own name.

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

16. Company has not availed any term loan during the year.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that 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 any parties and companies covered in the register maintained under Section 301 of the Companies Act 1956.

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

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

21. Based on the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For, Shamik J. Divatia & Co. CHARTERED ACCOUNTANTS (Gnanesh Divatia) Place : Ahmedabad PROPRIETOR Date : 30/05/2014 Firm Registration No. 109880W

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. LESHA INDUSTRIES LIMITED, as at 31st March, 2012 and also the Statement of Profit & Loss Account and Cash Flow Statement for the year ended on that date annexed hereto. 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 amount and disclosures in the Financial Statement. 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 (Auditors Report) Order, 2003, as amended by the Companies (Auditor's Report) (amendment) order, 2004, issued by the Central Government of India, in terms of Sub-Section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in 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 purpose of our audit.

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

c. The Balance Sheet, Statement of Profit & 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 & Loss and Cash Flow Statement dealt with this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 12 from being appointed as Directors of the company under section 274(1)(g) of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the examinations given to us, the accounts together with the notes thereon give the information required under 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 the case of Balance Sheet, of the state of affairs of the company as 31st March 2012.

II) In the case of Statement of Profit & Loss, of the Loss for the year ended on that date.

III) In the case of Cash Flow Statement, of the cash flows of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s. LESHA INDUS- TRIES LIMITED on the accounts for the ended 31st March, 2012.

1. (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of Fixed Assets on the basis of available information.

(b) We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of fixed assets and the Going Concern status of the Company is not affected.

2. a. The Inventories lying with the company have been physically verified by the management to

the extent practicable at reasonable interval during the year or at the year end.

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

c. In our opinion the company is maintaining proper records of inventories and according to the records of the company the discrepancies noticed on physical verification of stocks as compared to book records were not material.

3. (a) According to the information and explanations given to us, the Company has taken/granted

unsecured loans from/to companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has taken interest free loans from Three party covered in the aforesaid Register. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 602.00 lacs). Rs. 12.50 lacs were payable to these parties as at the close of the accounting year.

(ii) The company has granted interest free loan to Five parties covered in the Register maintained u/s 301 of the Companies Act, 1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 712.57 lacs) Rs. 711.74 lacs were due from these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) In our opinion and according to the information and explanations given to us, the payment of principle amount are on demand.

(d) In our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. According to the information and explanations given to us, we are of the opinion that there are no transaction that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

6. According to the information and explanation given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

7. The company has no formal internal audit system, however, according to management, the existing internal control procedure is adequate.

8. Maintenance of cost records has not been prescribed by the central government under provision of Section 209(1)(d) of the Companies Act, 1956.

9. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues

including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, service tax, wealth tax, custom duty, excise duty, cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

10. The Company has accumulated losses of Rs. 81.11 lacs at the end of the year. Further, the company has incurred cash loss of Rs. 40.31 lacs during the financial year covered under audit. However the company has not incurred any cash loss during the immediately preceding financial year.

11. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

12. In our opinion, 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, the company is not chit fund or nidhi mutual fund/society.

14. According to the information and explanation given to us, the company has maintained proper records of transactions and contracts in respect of trading in shares, debentures and other securities and timely entries have been made therein. The Shares, securities & other investments have been held by the company in its own name.

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

16. Company has not availed any term loan during the year.

17. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that 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. According to the information and explanations given to us, the Company has made preferential allotment of 274100 equity shares to parties and companies covered in the register maintained under Section 301 of the Companies Act on Preferential basis as per SEBI Guidelines.

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

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

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR NAIMISH K. SHAH & CO Firm Registration No. 106828W CHARTERED ACCOUNTANTS

(NAIMISH K. SHAH)

Place : Ahmedabad PROPRIETOR

Date : 03.09.2012 M. No. 31147

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Mar 31, 2009

1. We have audited the attached Balance Sheet of M/s. TECHNOCORP INFOSYSTEMS LIMITED, as at 31st March, 2009 and also the Profit Loss Account 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.

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 amount and disclosures in the Financial Statement. 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 (Auditors Report) Order, 2003, as amended by the Companies (Auditor's Report) (amendment) order, 2004, issued by the Central Government of India, in terms of Sub-Section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in 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 purpose of our audit.

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

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

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies . Act, 1956 to the extent applicable.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 09 from being appointed as Directors of the company under section 274(1 )(g) of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the examinations given to us, the accounts together with the notes thereon give the information required under 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 the case of Balance Sheet, of the state of affairs of the company as 31st March 2009.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s TECHNOCORP INFOSYSTEMS LIMITED on the accounts for the ended 31st March, 2009.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

(b) We are informed that all the fixed assets have been physically verified by-the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of fixed assets and the Going Concern status of the Company is not affected.

2.(a) According to the information and explanations given to us, the Company has taken/granted unsecured loans from/to companies covered in the Register maintained under Section 301 of the Companies Act, 1956;

(i) The Company has taken interest free loans from any party covered in the aforesaid Register.

(ii) The company has granted interest free loan to Seven parties covered in the Register maintained u/s 301 of the Companies Act, 1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs. 84.29 lacs) Rs. 84.29 lacs were due from these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken by the Company are not prima-facie prejudicial to the interest of the Company.

(c) in our opinion and according to the information and explanations given to us, the payment of principal amount are on demand.

(d) in our opinion and according to the information and explanation given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

4. According to the information and explanations given to us, we are of the opinion that there are no transaction that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

5. The company has no formal internal audit system, however, according to management, the existing internal control procedure is adequate.

6. Maintenance, of cost records has not been prescribed by the central government under provision of Section 209(1 )(d) of the Companies Act, 1956.

8. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, service tax, wealth tax, custom duty, excise duty, cuss were in arrears, as at 31st March, 2009 for a period of more than six months from the date they become payable.

9. The Company has accumulated losses of Rs. 15.10 lacs at the end of the year, however, the company has not incurred any cash losses during the financial year covered under audit and in the immediately preceding financial year.

10. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

11. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not chit fund or nidhi mutual fund/society.

13. The company is not dealing in shares, debentures and other securities.

14. In our opinion, and according to information and explanations given to us, the company has not given guarantee for loans taken by others from banks or financial institutions.

15. Company has not availed any term loan during the year.

16. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that 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.

17. According to the information and explanations given to us, 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 Act.

18. According to the information and explanations given to us, the Company has not issued any debenture.

19. Company has not raised any money by public issue during the year.

20. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under review.

21. Clause 2 is not applicable to the company and hence not commented.



FOR NAIMESH K. SHAH & CO

CHARTERED ACCOUNTANTS

Place: Ahmedabad

Date : 20.09.2009 (NAIMESH K. SHAH)

PROPRIETOR

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Mar 31, 2008

1. We have audited the attached Balance Sheet of M/s. TECHNOCORP INFOSYSTEMS LIMITED, as at 31st March, 2008 and also the Profit Loss Account 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.

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 amount and disclosures in the Financial Statement. 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 (Auditors Report) Order, 2003, issued by the Central Government of India, in terms of Sub-Section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in 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 purpose of our audit.

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

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

d. In our opinion, the Balance Sheet and Profit & Loss Accounts dealt with this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956 to the extent applicable.

e. On the basis of written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 31st March 08 from being appointed as Directors of the company under section 274(1)(g) of Companies Act, 1956.

f. In our opinion and to the best of our information and according to the examinations given to us, the accounts together with the notes thereon give the information required under 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 the case of Balance Sheet, of the state of affairs of the company as 31st March 2008.

ii) In the case of Profit & Loss account, of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred to in paragraph 3 of the Auditor's report to the members of M/s. TECHNOCORP INFOSYSTEMS LIMITED. on the accounts for the ended 31st March, 2008.

1. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets on the basis of available information.

(b) We are informed that all the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any major part of fixed assets and the Going Concern status of the Company is not affected.

2.(a) According to the information and explanations given to us, the company has taken/granted unsecured loans from/to companies covered in the Register maintained under section 301 of the companies Act, 1956;

i) The company has not taken any loans from any party covered in the aforesaid Register.

ii) The company has granted interest free loan to three parties covered in the Register maintained u/s 301 of the companies Act,1956. The amount involved (i.e. the maximum amount outstanding during the year was Rs.12.29 lacs) Rs.12.29 lacs were due from these parties as at the close of the accounting year.

(b) According to the information and explanation given to us, the terms and conditions in respect of unsecured loans taken by the company are not prima-facie prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us, the payment of principal amount are on demand.

(d) In our opinion and according to the information and explanations given to us, there are no overdue amounts in respect of the transactions listed in clause (a) above.

3. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regard to purchase of inventory, fixed assets and for the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

4. According to the information and explanations given to us, we are of the opinion that there are no transaction that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956.

5 According to the information and explanation given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed there under.

6. The company has no formal internal audit system, however, according to management, the existing internal control procedure is adequate.

7. Maintenance, of cost records has not been prescribed by the central government under provision of Section 209(1 )(d) of the Companies Act, 1956.

8. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, VAT, wealth tax, custom duty, service tax, excise duty, cess and any other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income-tax, VAT, service tax, wealth tax, custom duty, excise duty, cuss were in arrears, as at 31st March, 2011 for a period of more than six months from the date they become payable.

9. The Company has accumulated losses of Rs. 15.52 lacs at the end of the year, however, the company has not incurred any cash losses during the financial year covered under audit and in the immediately preceding financial year.

10. In our opinion, and according to the information and explanation given to us, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holders.

11. In our opinion, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

12. In our opinion, the company is not chit fund or nidhi mutual fund/society.

13. The company is not dealing in shares, debentures and other securities.

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

15. Company has not availed any term loan during the year.

16. According to the information and explanation given to us, and on an overall examination of the balance sheet of the company, we report that 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.

17. According to the information and explanations given to us, 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 Act.

18. According to the information and explanations given to us, the Company has not issued any debenture.

19. Company has not raised any money by public issue during the year.

20. According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under review.

21. Clause 2 is not applicable to the company and hence not commented.



FOR NAIMESH K. SHAH & CO

CHARTERED ACCOUNTANTS Place: Ahmedabad

Date : 01.09.2011 (NAIMESH K. SHAH) PROPRIETOR