Auditor Report of Linear Industries Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of LINEAR INDUSTRIES LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s 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 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 and in accordance with the accounting principles generally accepted in India. 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 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 Company''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 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, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 (the Order) issued by the Central Government of India in terms of Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 knowledgeand belief were necessary for the purpose of our audit.

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

c) The Balance Sheet, 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 Balance Sheet, the Statement of Profit and Loss, and the Cash FlowStatement comply with Accounting Standards notified under the Act read with the GeneralCircular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs inrespect of Section 133 of the Companies Act, 2013.

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

The Annexure referred to in our report to the members of LINEAR INDUSTRIES LIMITED for the year ended 31 March 2014. We report that:

1. The Company has no fixed assets, hence provisions of Clause No. (i) of Para 4 of the order do not apply.

2. During the year the Company neither purchases, sold, manufactured any article or goods nor there were any inventoires. Therefore, provisions of Clause No. (ii) of Para 4 of the order do-not apply.

3. During the year, the Company has not accepted/granted any loans secured or unsecured from/to parties metioned under section 301 of Companies Act, 1956, therefore provisions of clause (iii) of Para 4 of the order do-not apply to that extent.

4. 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 with regard to purchase of investments and for the sales of it.

5. In our opinion, there were no transaction exceeding Rs. five lakh with parties entered in the register maintained under section 301 of the Companies Act, 1956 , therefore, provisions of Clause No. (v) of Para 4 of the orderdo-not apply.

6. The Company has not accepted any deposits from public.

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

8. The Cental Government has not prescribed for maintaining any cost-records, therefore, provisions of Clause (viii) of Para 4 of the order do-not apply.

9. (a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including Income-tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2014.

(b) In our opinion and according to the information and explanations given to us, the statutory dues which have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are NIL.

10. The Company does not have accumulated losses at the end of the financial year, and has not incurred cash losses in the current financial year and in the immediately preceding financial year there were no cash losses also.

11. In absence of any loans from bank, financial instituation or by way of debenture issue, provisionsof clause (xi) of para 4 of the order do-not apply.

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. The Company is not a chit fund or a Nidhi/Mutual Benefits Fund/Society, therefore the clause (xiii) of para 4 of the Order is not applicable to the Company.

14. In absence of any debentures issue, public issue, dealing in shares & securities, taking any term loan and giving any guarantee for loans taken by other by the Company during the year under audit, we are of the opinion that clauses (xiv) to (xvi) and (xix) and (xx) of the Para 4 of the orderdo not apply.

15. During the year the company has not made any preferential allottment of shares to a party mentioned in the register maintained u/s 301 of the companies Act .

16. During the year the Company has not raised any short term funds and used for long term Investment and vice versa.

17. Based upon the audit procedures performed and on the basis of information and explanations provided 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 and on behalf of M/S. JAIN BAFNA AND CO. Chartered Accountants (Reg. No.127905W)

(P.K. BAFNA) M.NO.070039 PARTNER.

MUMBAI

DATED : 31-5-2014

---

Mar 31, 2012

We have audited the attached Balance Sheet of LINEAR INDUSTIRES LIMITED as at 31 stMarch, 2012 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.

We have 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 evidences 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 and report that :

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government 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 & 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph ( 1) above we report that : a. We have obtained all the inforrtiation and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

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

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

d. In our opinion, the Profit & Loss Account and the Balance Sheet comply with Accounting Standards referred in Section-211 (3C) of the Companies Act, 1956.

e. In our opinion and to the best of our information and according to the explantion given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view :

i. In the case of the Balance Sheet of the Statement of Affairs of the Company as at 31st March, 2012.

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

iii. In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

f. On the basis of confirmation received from the other Companies in which directors are director or in their absence.confirmation from director concerned, none of the director is disqualified from being appointed as director under clause (g) of Sub-section 1 of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS :

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

(b) Fixed Assets have been physically verified by the Management according to the regular programme of periodical verification in phased manner which in our opinion is.. reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such physical verification were not material and there were no such assets at the end of the year.

(c) Sale of Fixed Assets by the company, during the year, is not material to effect j the company as a going concern.

2. During the year the Company neither purchases, sold, manufactured any article or goods nor there were any inventoires. Therefore, provisions of Clause No. (ii) of Para 4 of the order do-not apply.

3. During the year, the Company has not accepted/granted any loans secured or unsecured from/to parties metioned under section 301 of Companies Act, 1956, therefore provisions of clause (iii) of Para 4 of the order do-not apply to that extent.

4. 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 with regard to purchase of inventory, fixed assets and for the sale of goods. However there were no transaction of such naiure during the year.

5. In our opinion, there were no transaction exceeding Rs. five lakh with parties entered entered in the register maintained under section 301 of the Companies Act, 1956 , therefore, provisions of Clause No. (v) of Para 4 of the order do-not apply.

6. The Company has not accepted any deposits from public.

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

8. The Cental Government has not prescribed for maintaining any cost-records, therefore, provisions of Clause (viii) of Para 4 of the order do-not apply.

9. (a) In our opinion and according to the information and explanations given to us,

undisputed statutory dues including Income-tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with : the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2012.

(b) In our opinion and according to the information and explanations given to us, the statutory dues which have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are NIL.

10. The Company does not have accumulated losses at the end of the financial year, and has not incurred cash losses in the current financial year and in the immediately preceding financial year there were no cash losses also.

11. In absence of any loans from bank, financial instituation or by way of debenture issue. provisions of clause (xi) of para 4 of the order do-not apply.

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

13. The Company is not a chit fund or a Nidhi/Mutual Benefits Fund/Society, therefore the clause (xiii) of para 4 of the Order is not applicable to the Company.

14. In absence of any debentures issue, public issue, dealing in shares & securities, taking any term loan and giving any guarantee for loans taken by other by the Company during the year under audit, we are of the opinion that clauses (xiv) to (xvi)' and (xix) and (xx) of the Para 4 of the order do not apply.

15. During the year the company has not made any preferential allottment of shares to a party mentioned in the register maintained u/s 301 of the companies Act .

16. During the year the Company has not raised any short term funds and used for long term Investment and vice versa.

17. Based upon the audit procedures performed and on the basis of information and explanations provided 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 and on behalf of M/S. JAIN BAFNA AND CO. Chartered Accountants

MUMBAI (P.K. BAFNA) M.NO. 070039

DATED : 31/05/2012 PARTNER.

---

Mar 31, 2011

We have audited the attached Balance Sheet of LINEAR INDUSTIRES LIMITED as at 31st March, 2011 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.

We have 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 evidences 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 and report that :

1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Centra! Government 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 & 5 of the said order.

2. Further to our comments in the Annexure referred to in Paragraph (1) above we report that:

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

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

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

d. In our opinion, the Profit & Loss Account and the Balance Sheet comply with Accounting Standards referred in Section 211(3C) of the Companies Act, 1956.

e. In our opinion and to the best of our information and according to the explantion given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view:

i. In the case of the Balance Sheet of the Statement of Affairs of the Company as at 31st March, 2011.

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

iii. In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

f. On the basis of confirmation received from the other Companies in which directors are director or in their absence.confirmation from director concerned, none of the director is disqualified from being appointed as director under clause (g) of Sub-section 1 of Section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS:

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

(b) Fixed Assets have been physically verified by the Management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such physical verification were not material and there were no such assets at the end of the year.

(c) Sale of Fixed Assets by the company, during the year, is not material to effect the company as a going concern.

2. During the year the Company neither purchases, sold, manufactured any article Or goods nor there were any inventoires. Therefore, provisions of Clause No. (ii) of Para 4 of the order do-not apply.

3. During the year, the Company has not accepted/granted any loans secured or unsecured from/to parties metioned under section 301 of Companies Act, 1956, therefore provisions of clause (iii) of Para 4 of the order do-not apply to that extent.

4. 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 with regard to purchase of inventory, fixed assets and for the sale of goods. However there were no transaction of such nature during the year,

5. In our opinion, there were no transaction exceeding Rs. five lakh with parties entered entered in the register maintained under section 301 of the Companies Act, 1956 , therefore, provisions of Clause No. (v) of Para 4 of the order do-not apply.

6. The Company has not accepted any deposits from public.

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

8. The Cental Government has not prescribed for maintaining any cost-records, therefore, provisions of Clause (viii) of Para 4(A) of the order do-not apply.

9. (a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including Income-tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2011.

(b) In our opinion and according to the information and explanations given to us, the statutory dues which have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are NIL.

10. The Company does not have accumulated losses at the end of the financial year, and has not incurred cash losses in the current financial year and in the immediately preceding financial year there were no cash losses also.

11. In absence of any loans from bank, financial instituation or by way of debenture issue, provisions of clause (xi) of para 4 of the order do-not apply.

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. The Company is not a chit fund or a Nidhi/Mutual Benefits Fund/Society, therefore the clause (xiii) of para 4 of the Order is not applicable to the Company.

14. In absence of any debentures issue, public issue, dealing in shares & securities, taking any term loan and giving any guarantee for loans taken by other by the Company during the year under audit, we are of the opinion that clauses (xiv) to (xvi) and (xix) and (xx) of the Para 4 of the order do not apply.

15. During the year the company has not made any preferential ailottment of shares to a party mentioned in the register maintained u/s 301 of the companies Act .

16. During the year the Company has not raised any short term funds and used for long term Investment and vice versa.

17. Based upon the audit procedures performed and on the basis of information and explanations provided 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 and on behalf of M/S. JAIN BAFNA AND CO. Chartered Accountants

(P.K. BAFNA)M.NO,070039 PARTNER.

MUMBAI DATED 31.05.2011

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Mar 31, 2010

We have audited the attached Balance Sheet of LINEAR INDUSTIRES LIMITED as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 evidences 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 and report that :

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government 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 & 5 of the said order.

2. Further to our comments in the Annexure refened to in Paragraph (1) above we report that :

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

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

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

(d) In our opinion, the Profit & Loss Account and the Balance Sheet comply with Accounting Standards referred in Section 211(3C) of the Companies Act, 1956.

(e) In our opinion and to the best of our information and according to the explantton given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956 In the manner so required and give true and fair view:

(e) In our opinion and to the best of our information and according to the explantion given to us, the said accounts read together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view:

(i) In the case of the Balance Sheet of the Statement of Affairs of the Company

as at 31st March, 2010. (ii) In the case of the Profit and Loss Account, of the Profit for the year ended on

that date; and

(Hi) In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

(f) On the basis of confirmation received from the other Companies in which directors are director or in their absence,confirmation from director concerned, none of the director is disqualified from being appointed as director under clause (g) of Sub-section 1 of Section 274 of the Companies Act, 1956.





ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT

TO THE MEMBERS:

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

details and situation of fixed assets.

(b) Fixed Assets have been physically verified by the Management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such physical verification were not material.

(c) Sale of Fixed Assets by the company, during the year, is not material to effect the company as a going concern.

2. During the year the Company neither purchases, sold, manufactured any article or goods nor there were any inventoires. Therefore, provisions of Clause No. (ii) of Para 4A of the order do-not apply.

3. a) During the year, the Company has not accepted any loans secured or unsecured from

parties metioned under section 301 of Companies Act, 1956, therefore provisions of clause (iii) of Para 4A of the order do-not apply to that extent.

b) During the year, the Company has not granted any loans secured or unsecured to parties metioned under section 301 of Companies Act, 1956, either therefore provisions of clause (iii) of Para 4A of the order do-not apply to that extent.

4. 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 with regard to purchase of inventory, fixed assets and for the sale of goods. However there were no transaction of such nature during the year.

5. In our opinion, transaction need to be entered in the register in pursuance of section 301 of the Companies Act have been entered so and transactions with those parties have been done at prevailing market prices.

6. The Company has not accepted any deposits from public.

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

8. The Cental Government has not prescribed for maintaining any cost-records, therefore provisions of Clause (viii) of Para 4(A) of the order do-not apply.

9. (a) In our opinion and according to the information and explanations given to us, undisputed

statutory dues including Income-tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2010.

(b) In our opinion and according to the information and explanations given to us, the dues in respect of statutory dues have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending tire NIL.

10. The Company does not have accumulated losses at the end of the financial year, and has not incurred cash losses in the current financial year and in the immediately preceding financial year there were no cash losses also.

11. In absence of any loans from bank, financial instituation or by way of debenture issue, provisions of clause (xi) of para 4 of the order do-not apply.

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. The Company is not a chit fund or a Nidhi/MutuaF Benefits Fund/Society, therefore the clause 4(xiii) of the Order is not applicable to the Company.

14. In absence of any debentures issue, public issue, dealing in shares & securities, taking any term loan and giving any guarantee for loans taken by other by the Company during the year under audit, we are of the opinion that clauses XIV to XVI and IX and XX of. the Para 4A of the order do not apply.

15. During the year the company has not made any preferential allottment of shares to a party mentioned in the register maintained u/s 301 of the companies Act .

16. During the year the Company has not raised any short term funds and used for long term Investment and vice versa.

17. Based upon the audit procedures performed and on the basis of information and explanations provided 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 and on behalf of

M/S. JAIN BAFNA AND CO.

Chartered Accountants



MUMBAI: (P.K. BAFNA)M.NO.070039

DATED : 31/05/2010 PARTNER.

---

Mar 31, 2009

We have audited the attached Balance Sheet of LINEAR INDUSTIRES LIMITED 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 trie Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We have 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 evidences 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 and report that:

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government 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 & 5 of the said order.

2. Further to our comments, in the Annexure referred to to Paragraph (1) above we report that :

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

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

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

(d) In our.opinion, the Profit & Loss Account and the Balance Sheet comply with Accounting Standards referred in Section 211 (3C) of the Compariies Act, 1956.

(e) In our opinion and to the best of our information and according to the explanation given to us, the said accounts read together with notes thereon, give the Information required by the Companies Act, 19561n the manner so required and give true and fair view:

(e) In our opinion and to the best of our information and: according to the explanation given to us, the said accounts read together with notes, thereon, give the information required by the Companies Act, 1956 in the manner so required and give true and fair view:

(i) In the case of the Balance Sheet of the Statement of Affairs of the Company as at 31st March, 2009.

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

(iii) In the case of Cash Flow Statement of the Cash Row for the year ended on that date.

(f) On the basis of confirmation received from the other Companies in which directors are director or in their absence, confirmation from director concerned, none of the director is disqualified from being appointed as director under clause (g) of Sub-section 1 of Section 274 of the Companies Act, 1966.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF THE AUDITORS REPORT TO THE MEMBERS:

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

(b) Fixed Assets have been physically verified by the Management according to the regular programme of periodical verification in phased manner which in our opinion is reasonable having regard to the size of the Company and the nature of its Fixed Assets. The discrepancies noticed on such physical verification were not material.

(c) No Fixed Assets has been disposed off by the company during the year.

2. During the year the Company neither purchases, sold, manufactured any article or goods nor there were any inventories. Therefore, provisions of Clause No. (ii) of Para 4A of the order do-not apply

3. a) During the year, the Company has not accepted any-loans secured or unsecured from parties mentioned under section 301 of Companies Act, 1956, therefore provisions of clause (iii) of Para 4A of the order do-not apply to that extent.

b) During the year, the Company has not granted any loans secured or unsecured to parties mentioned under section 301 of Companies Act, 1956, either therefore provisions of clause (iii) of Para 4A of the order do-not apply to that extent.

4. 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 with regard to purchase of inventory, fixed assets and for the sale of goods. However there were no transaction of such nature during the year.

5. In our opinion, transaction need to be entered in the register in pursuance of section 301 of the Companies Act have been entered so and transactions with those parties have been done at prevailing market prices.

6. The Company has not accepted any deposits from public.

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

8. The Cental Government has not prescribed for maintaining any cost-records, therefore provisions of Clause (viii) of Para 4(A) of the order do-not apply.

9. (a) In our opinion and according to the information and explanations given to us, undisputed statutory dues including Income-tax, Custom Duty, Excise Duty, Cess and any other statutory dues have been regularly deposited in time during the year with the appropriate authorities and there are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31st March, 2009.

(b) In bur opinion and according to the information and explanations given to us, the dues in respect of statutory dues have not been deposited with the appropriate authorities on account of dispute and the forum where the dispute is pending are NIL.

10. The Company does not have accumulatedlosses at the end of the financial year, and has not incurred cash losses In the current financial year and no in the immediately preceding financial year there were no cash losses also.

11. In absence of any loans from bank, financial institution or by way of debenture issue, provisions of clause (xi) of Para 4 of the order do-not apply.

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. The Company is not a chit fund or a Nidhi/Mutual Benefits Fund/Society, therefore the clause 4(xiii) of the Order is not applicable to the Company.

14. In absence of any debentures issue, public issue, dealing in shares & securities, taking any term loan and giving any guarantee for loans taken by other by the Company during the year under audit, we are of the opinion that clauses XIV to XVI and IX and XX of the Para 4A of the order do not apply.

15. During the year the company has not made any preferential allottment of shares to a party mentioned in the register maintained u/s 301 of the companies Act.

16. During the year the Company has not raised any short term funds and used for long term Investment and vice versa.

17. Based upon the audit procedures performed and on the basis of information and explanations provided 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 and on behalf of

M/S. JAIN BAFNA AND CO.

Chartered Accountants

MUMBAI (P.K. BAFNA) M.NO.070039

DATED : 30/06/2009 PARTNER