Auditor Report of Mega Nirman & Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Mega Nirman Industries Limited(the "company"), which comprise the Balance Sheet as at 31st March , 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the 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.

Auditors' 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.

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, 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

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

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

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

c) The Balance Sheet, 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 financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules,2014;

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

f) On our observation company has adequate internal financial controls system in place and the operating effectiveness of such controls.

g) with respect to the other matter to be included in the auditor's report in accordance with rule 11 of the companies (audit and auditors) rules,2014, in our opinion and to the best of our information and according to the explanations given to us:

a. the Company has no any pending litigations on its financial statements.

b. the company has not made any long terms contract including derivative contracts during the year.

c. the company has no any amount required to transfer any amount in investor education and protection fund.

Annexuretothel n dependent Auditor'sReport

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the Financial Statements for the year ended 31st March, 2015, we report that:

Fixed Assets

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

b) As explained to us the company has a phased program of physical verification of its fixed assets. In our opinion, it is reasonable having regard to the size of the company and the nature of its assets, certain fixed assets have been physically verified by the management during the year and no discrepancy was noticed on such verification.

Inventory

The physical verification of inventory including investments has been conducted at reasonable intervals by management; the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper records of the inventory, no material discrepancies were notice on physical verification.

Granting of Loans to Certain Parties

a)

The Company has neither granted nortakenanyloansecuredorunsecured,to/fromCompanies,firm'sand otherpartiescoveredintheregistermaintainedunderSection189oftheCompaniesA ct;2013.

b) Sincetherearenosuchloans,thecommentsregardingtermsandconditions, repayment of the principal amount and interest there on and over due amount are not required.

Internal Control System

Inouropinionandaccordingtotheinformationandexplanationsgiventous,there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information andexplanationsgiventous,wehaveneithercomeacrossnorhavebeeninformedofany continuing failure to correct major weaknesses in the afore said internal control procedures.

Acceptance of Deposits

The company has not accepted any deposits from the public.

Maintenance of Cost records

The Company is not required to maintain cost records as prescribed u/s 148(1)of the 2013, Act. Deposit of Statutory Dues In respect of statutory dues:

a) According to the information and explanations given to us and the records of the company examined by us, the company is regular in depositing the undisputed statutory dues with the appropriate authority and no dues are outstanding for a period of more than six months from the date they become payables as on 31.03.2015.

b) The Company doesn't have any disputed dues of Sales -Tax/ Income Tax/ Customs/ Wealth Tax/ Excise Duty/Cess, etc. for a period of more than six months from the date they became payable, as on 31.03.2015.

Accumulated Losses and Incurrence of Cash Losses

The company has not in currently cash losses in the financial year and in the immediately preceding financial year, but company has accumulated losses which are less than 50% as at the end of the year under audit.

Default in repayment of Dues

The company has no dues pay able to a Financial Institution or Banker, Debenture Holders.

Guarantee for Loans taken by Others from banks or financial institutions

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

Application of term loans

In our opinion and according to the information and explanations given to us, the Company has not raised any termloans.

Fraud Reporting

According to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

For PVR-N & Co. Chartered Accountants

Sd/- Pradeep Kumar Jindal Partner M.No.:082646 F.Regn No.: 004062N

Place: New-Delhi Date :30th May, 2015