Auditor Report of Navcom Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of NAVCOM INDUSTRIES LIMITED, ('the company') which comprise the balance sheet as at 31st March 2015, the statement of profit & loss and 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 Management and Board of Directors of the Company are responsible for the matter stated 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 Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are 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 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 tle risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made 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 for our audit opinion except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances.

Opinion

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

(i) in the case of the balance sheet, of the State of Affairs of the Company as at 31st March 2015;

(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, 2015 ("the Order"), issued by the Central Government of India in terms of subsection (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 said Order.

2. As required by section 143(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; except in some cases confirmation of balances of accounts and parties included in Current Assets, loans and advances and current liabilities have not been obtained.

b) Subject to our remarks in Para (a) above, 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) Subject to our remarks in Para (a) above, 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014; except AS 18 Related Party, and AS-22 Accounting for Taxes on Income.

e) On the basis of written representations received from the directors, as on 31st March, 2015, and 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) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

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

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure to the Auditor's Report

The Annexure referred to in our report to the members of NAVCOM INDUSTRIES LIMITED ("the Company") for the year ended 31st March, 2015.

On the basis of such checks as we considered appropriate to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, the management has physical verified the fixed assets at reasonable intervals. No material discrepancies were noticed on such physical verification.

(ii) (a) According to information and explanations given to us, the Management has physically verified the inventories during the year. In our opinion, having regard to the nature of business and location of stocks, the frequency of verification is reasonable.

(b) In our opinion and according to information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) In our opinion and according to information and explanations given to us, the company is maintaining proper records of inventory. The discrepancies noticed on" verification between the physical stocks book record were not material and have been properly dealt in the books of account.

(iii) The company has not granted unsecured loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of company and the nature of its business with regard to purchases of inventory and fixed assets and 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 and explanation given to us, no major weakness has not been noticed or reported.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act.

(vii) (a) According to information and explanations given to us and based on the records of the company examined by us,company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Service Tax, Excise Duty, Wealth Tax, Custom Duty and other material statutory dues.

(b) According to the information and explanation given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any disputes.

(c) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

(viii) Accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The company has incurred cash loss during the financial year and there was a cash loss in the financial year immediately preceding the financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year. The company has not issued any debentures during the year.

(x) In our opinion and according to information and explanations given to us, the terms and conditions of guarantees given by the company for loans taken by others from bank or financial institutions are not prima facie prejudicial to the interests of the company.

(xi) In our opinion and according to information and explanations given to us, the term loans taken by the company were applied for the purpose for which they were obtained.

(xii) According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay N Pawar & Associates Chartered Accountants

CA. Sanjay N Pawar Partner M. No. 112470 Firm Reg. No. 122769W

Place: Pune Date: May 30, 2015

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Mar 31, 2013

1. We have audited the attached Balance Sheet of NAVCOM INDUSTRIES LIMITED as at 31st March 2013 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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 except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances

4. In our opinion proper books of account as required by law have been kept by the Company.

5. In our Opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards except As 22, referred to in sub-section (3C) of the section 211 of the Company''s Act, 1956.

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

7. On the basis of the written representations, etc. received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31 st March, 2013 ;

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

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

9. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

(i) (a) The company has maintain record showing full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at the year-end and no descrepancies have been noticed.

(ii) Since there being no inventory, question of physically verification a nd maintenance of its records does not arise.

(iii) As per information and explanation given, the Company has not granted / taken loans secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory and Fixed Assets and for the sale of goods and services.

(v) (a) On the basis of the audit procedures performed by us, and according to the information, explanation and representation given to us, we are of the opinion that, the transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, company''s internal audit system is commensurate with size and nature of its business.

(viii) Since there is no manufacturing activity during the year, maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) According to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities, relating to sales tax, service tax, income tax and other statutory dues as applicable and there are no undisputed statutory dues outstanding as at 31st March 2013, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax under Income Tax Act,1961 (''IT Act''), custom duty, wealth tax, excise duty under Central Excise Act, 1944 (''Excise Duty'') except as stated under contingent liability in note no 1 in sch 3 to accounts.

(x) Accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The company has incurred cash loss during the financial year and there was a cash loss in the financial year immediately preceding the financial year.

(xi) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by way of pledge or shares, debentures and other securities.

(xii) According to the information and explanation given to us and in our opinion, the Company is not a chit fund or nidhi mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiii) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xv) According to the information and explanation given to us, during the year no term loans were raised and as regards for earlier years the term loans were applied for the purpose for which the same were obtained.

(xvi) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investments.

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

(xviii) The company has not issued any debenture during the year.

(xix) The Company has not raised money through any public issue during the year.

(xx) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

(xxi) The other clauses of the CARO are not applicable to the company.

For Prakash E. Humbad & Co...

Chartered Accountants

Praksh E. Humbad

(Proprietor)

M. No. 112453

FRNNo.l22956W

Place: Pune

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Mar 31, 2009

1. We have audited the attached Balance Sheet of NAVCOM INDUSTRIES 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 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. Ad audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. 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 except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances

4. In our opinion proper books of account as required by law have been kept by the Company.

5. In our Opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards except As 22, referred to in sub-section (3C) of the section 211 of the Company's Act, 1956.

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

7. On the basis of the written representations, etc. received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2009 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2009 ;

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

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

9. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

(i) (a) The company has maintain record showing full particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at the year-end and no discrepancies have been noticed.

(ii) Since there being no inventory, question of physically verification and maintenance of its records does not arise.

(iii) As per information and explanation given, the Company has not granted / taken loans secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.

(iv) As there being no business activity carried over by the company during the year question of adequate internal control system for the purchase of inventory and fixed assets and for the sale of goods and services does not arise.

(v) (a) On the basis of the audit procedures performed by us, and according to the information, explanation and representation given to us, we are of the opinion that, the transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, company's internal audit system is commensurate with size and nature of its business.

(viii) Since there is no manufacturing activity during the year, maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company.

(ix) (a) According to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities, relating to sales tax, service tax, income tax and other statutory dues as applicable and there are no undisputed statutory dues outstanding as at 31st March 2009, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax under Income Tax Act, 1961 ('IT Act'), custom duty, wealth tax, excise duty under Central Excise Act, 1944 ('Excise Duty') except as stated under contingent liability in note no 1 in sch 4 to accounts.

(x) Accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The company has incurred cash loss during the financial year and there was a cash loss in the financial year immediately preceding the financial year.

(xi) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by way of pledge or shares, debentures and other securities.

(xii) According to the information and explanation given to us and in our opinion, the Company is not a chit fund or nidhi mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiii) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xv) According to the information and explanation given to us, during the year no term loans were raised and as regards for earlier years the term loans were applied for the purpose for which the same were obtained.

(xvi) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investments.

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

(xviii) The company has not issued any debenture during the year.

(xix) The Company has not raised money through any public issue during the year.

(xx) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

(xxi) The other clauses of the CARO are not applicable to the company.

For V.S.MEHTA & CO. Chartered Accountants

V.S.MEHTA

Partner, M. No.32042

Place : Pune

Date : 3rd September 2009.

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Mar 31, 2008

1. We have audited the attached Balance Sheet of NAVCOM INDUSTRIES LIMITED as at 31st March 2008, 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 or our audit.

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

3. 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 except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances

4. In our opinion proper books of account as required by law have been kept by the Company.

5. In our Opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Company's Act, 1956.

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

7. On the basis of the written representations, etc. received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2008 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2008 ;

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

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

9. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

(j) (a) The company has maintain record showing full

particulars, including quantitative details and situation of fixed assets.

(b) All the fixed assets have been physically verified by the management at the year-end and no descrepancies have been noticed.

(ii) Since there being no inventory, question of physically verification and maintenance of its records does not arise.

(iii) As per information and explanation given, the Company has not granted / taken loans secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.

(iv) In our opinion and according to the explanations given to us, there exist an adequate internal control system commensurate with the size of the company and nature of its business with regard to purchase of inventory and with regard to sale of goods.

(v) (a) On the basis of the audit procedures performed by us, and according to the information, explanation and representation given to us, we are of the opinion that, the transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, company's internal audit system is commensurate with size and nature of its business.

(viii) Since there ,s no manufacturing activity during the year maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 is not applicable to the Company

(ix) (a) According to the information and explanations given to us the Company ,s generally regular in depositing undisputed statutory dues with the appropriate authorities relating to sales tax, service tax, income tax and other statutory dues as applicable and there are no undisputed statutory dues outstanding as at 31st March 2008, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax under Income Tax Act,1951('IT Act'), Custom duty, wealth tax, excise duty under Central Excise Act, 1944 ('Excise Duty') except as stated under contingent liability in note no 1 in sch 4 to accounts.

(x) Accumulated losses of the Company at the end of the finical year are more than fifty per cent of its net worth The company has achieved cash profit during the financial year however there was a cash loss in the financial year immediately preceding the financial year.

(xi) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by the way of Pledge or Shares, debentures and other

(xii) According to the information and explanation given to us and in our opinion, the company is not a chit fund or nidhi mutual benefit fund/society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiii) According to the information and explanation given to us the Company is not dealing or trading in shares, securities debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xv) According to the information and explanation given to us during the year no term loans were raised and as regards for earlier years the term loans were applied for the purpose for which the same were obtained.

(xvi) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investments

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered ,n the register maintained under Section 301 of the Companies Act, 1956, during the year.

(xviii) The company has net issued any debenture during the year.

(xix) The Company has not raised money through any public issue during the year.

(xx) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

(xxi) The other clauses of the CARO are not applicable to the company.

For V.S.MEHTA & CO.

Chartered Accountants

V.S.MEHTA

Partners, M. No.32042

Place : Pune

Date : 25th August 2008.

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Mar 31, 2007

1. We have audited the attached Balance Sheet of NAVCOM INDUSTRIES LIMITED as at 31st March 2007, and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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 except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances

4. In our opinion proper books of account as required by law have been kept by the Company.

5. In-our Opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Company's Act, 1956.

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

7. On the basis of the written representations, etc. received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2007 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March, 2007;

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

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

9. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

(i) (a) The company has maintain record showing full particulars, including quantitative details and situation of fixed assets.

(b)AII the fixed assets have been physically verified by the management at the year-end.

(c) The Asset Reconstruction company of India ltd [ ARCIL ] has disposed of the companies fixed asset during the year which were taken over by them. Due to sale of the assets by ARCIL, as stated in Note 2 schedule 6 in accounts companies manufacturing activity has been stopped negatively affecting company..

(ii) Since there being no inventory, question of physically verified and maintains of its records does not arise.

(iii) As per information and explanation given, the Company has not granted / taken loans secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act,1956.

(iv) As there being no business activity carried over by the company during the year question of adequate internal control system for the purchase of inventory and fixed assets and for the sale of goods and services does not arise.

(v) (a) On the basis of the audit procedures performed by us, and according to the information, explanation and representation given to us, we are of the opinion that, the transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, company's internal audit system requires to be strengthened in order to be commensurate with size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to rules made by the Central Government for maintenance of cost records Under Section 209(l)(d) of the Companies Act,1956 and are of the opinion that, prima facie the prescribed records are maintained. We have, however, not made detailed examination of these records.

(ix) (a) According to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities, relating to sales tax, service tax, income tax and other statutory dues as applicable and there are no undisputed statutory dues outstanding as at 31st March 2007, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax under Income Tax Act,1961 (VIT Act'), custom duty, wealth tax, excise duty under Central Excise Act, 1944 ('Excise Duty') on account of any dispute, except the amounts stated under contingent liability in note no 1 suc 6 on notes on accounts.

(x) Accumulated losses of the Company at the end of the financial year are more than fifty per cent of its net worth. The company has incurred cash loss during the financial year and not in the financial year immediately preceding the financial year.

(xi) According to the information and explanations given to us the Company has settled in full under litigation with financial institution and bank during the year.

(xii) According to the information and explanation given to us, the Company has not granted loans or advances on the basis of security by way of pledge or shares, debentures and other securities.

(xiii) According to the information and explanation given to us and in our opinion, the Company is not a chit fund or nidhi mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor's Report)2003 are not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taker oy others from banks or financial institutions.

(xvi) According to the information and explanation given to us, during the year no term loans were raised and as regards for earlier years the term loans were applied for the purpose for which the same were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investments.

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

(xix) The company has not issued any debenture during the year.

(xx) The Company has not raised money through any public issue during the year.

(xxi) According to the information and explanation given to us no fraud on or by the company has been noticed or reported during the year.

(xxii) The other clauses of the CARO are not applicable to the company.

For V.S.MEHTA & CO.

Chartered Accountants

V.S.MEHTA

Proprietor, M. No.32042

Place : Pune

Date .August 14, 2007.

---

Mar 31, 2006

1. We have audited the attached Balance Sheet of NAVCOM INDUSTRIES LIMITED as at 31st March 2006, and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. 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 except in some cases confirmation of balances of Debtors, Creditors, banks and other parties under Loans and Advances

4. In our opinion proper books of account as required by law have been kept by the Company.

5.In our Opinion, the Profit and Loss Account and the Balance Sheet comply with the Accounting Standards referred to in sub-section (3C) of the section 211 of the Company's Act, 1956.

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

7. On the basis of the written representations, etc. received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2006 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

8. In our opinion and to the best of our knowledge and according to the information and explanations given to us, the said accounts, together with the notes thereon, give the information required by the Companies Act. 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Corm any as at 31st March. 2006:

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

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

9. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

(i) (a) The possession of Company's assets at Solapur, Pune &

Sangli have been taken over by the Assets Reconstruction company of India ltd (ARCIL) and record showing full particulars, including quantitative details and situation of fixed assets are maintained.

(b) All the fixed assets have not been physically verified by the management at the year-end in view of the takeover of the assets by the ARCIL.

(c) The Company has not disposed off its fixed assets during the year except take over of the assets by Asset Reconstruction Company as stated in Note 2-schedule 6 in accounts.

(ii) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) 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) The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material.

(iii) As per information and explanation given, the Company has not granted taken loans secured or unsecured to / from companies. firms or other parties covered in the register maintained under Section 301 of the Companies Act.1956.

(iv) In our opinion and according to the information and explanation 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 inventory and fixed assets and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct the major weakness.

(v) (a) On the basis of the audit procedures performed by us, and according to the information, explanation and representation given to us, we are of the opinion that, the transactions required to be entered in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lakh in respect of any party during the year have been made at price which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, company's internal audit system requires to be strengthened in order to be commensurate with size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to rules made by the Central Government for maintenance of cost records Under Section 209(l)(d) of the Companies Act, 1956 and are of the opinion that, prima facie the prescribed records are maintained. We have, however, not made detailed examination of these records.

(ix) (a) According to the information and explanations given to us the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities, relating to sales tax, service tax, income tax and other statutory dues as applicable and there are no undisputed statutory dues outstanding as at 31st March 2006, for a period of more than six months from the date they became payable.

(b) According to the records of the Company, there are no dues outstanding of sales tax, income tax under Income Tax Act, 1961

(II Act), custom duty, wealth tax. excise duty under Central Excise Act. 1944 ('Excise Duty') on account of any dispute

(x) Accumulated losses of the Company at the end of the financial year arc more than fifty per cent of its net worth. The company has incurred cash loss during the financial year and not in the financial year immediately preceding the financial year.

(xi) According to the information and explanations given to us the Company has defaulted in repayment of dues to financial institution and bank, however due to litigations the amounts are yet to he ascertained.

(xii) According to the information and explanation given to us, the C company has not granted loans or advances on the basis of security by way of pledge or shares, debentures and other securities.

(xiii) According to the information and explanation given to us and in our opinion, the Company is not a chit fund or nidhi mutual benefit fund / society. Therefore, the provision of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 arc not applicable to the Company.

(xv) According to the information and explanation given to us, the Company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanation given to us, during the year no term loans were raised and as regards for earlier years the term loans were applied for the purpose for which the same were obtained.

(xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company, we report that, prima facie, no funds raised on short-term basis have been used for long-term investments.

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

(xix) The company has not issued any debenture during the year.

(xx) The Company has not raised money through any public issue during the year.

(xxi) According to the information and explanation given to us no fraud on or by die company has been noticed or reported during the year.

For V.S.MEHTA & CO. Chartered Accountants

Place : Pune V.S.MEHTA

Date: 7th August , 2006. Proprietor, M. No.32042