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Auditor Report of Neha International Ltd.

Mar 31, 2015

Report on the Financial Statements:

We have audited the accompanying financial statements of NEHA INTERNATIONAL LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the period (21 months) then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

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 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 maintenance of adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, selection and application of accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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 and fair presentation 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 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 on the financial statements.

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;

a) in the case of the Balance Sheet,of the state of affairs of the Company as at March 31,2015;and

b) in the case of the Profit and Loss Account, of the profit for the period (21 months) ended on that date.

c) in the case of the cash flow statement, of the Cash Flows, for the period (21 months) ended on that date.

Report on Other Legal and Regulatory Requirements:

I. As required by the Companies (Auditor''s Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (II) of section 143 of the Act and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order to the extent applicable to the company.

2. As required by section 143(3) of theAct,we report that:

a. We sought and 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 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 Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules,2014.

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

f. With respect to the other matters to be included in Auditor''s Report in accordance with Rule 11 of Companies (Audit and Auditors),Rules 2014, in our opinion and to the best of our information and according to the explanation given to us;

i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements.

ii. In our opinion and as per the information and explanations provided to us, the Company has not entered into any long term contracts including derivate contracts, requiring provision under applicable laws or accounting standards for material foreseeable losses, and

iii. There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

NEHA INTERNATIONAL LIMITED

Referred to in Paragraph I under section (Report on other Legal and Regulatory Requirements of our Report of even date)

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

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

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

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

(c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of inventory. No material discrepancies were noticed on verification of the physical stocks with the records.

(iii) The company has not granted any loan to the parties covered in the register maintained under section 189 of the CompaniesAct,2013.

(iv) 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations given to us, the Company has not accepted any deposits in terms of directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under.

(vi) The maintenance of cost records has not been prescribed by the Central Government under sub section (I) of section 148 of the Companies Act, 2013 for the activities of the Company.

(vii) (a) The company is regular in depositing undisputed statutory dues including income tax, sales tax, and other material statutory dues applicable with appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax and excise duty were in arrears,as at 31 st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax and excise duty which have not been deposited on account of any dispute.

(c) In our opinion and according to the information and explanations given to us, there are no amounts required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956(1 of 1956) and Rules made there under.

(viii) In our opinion, the company did not have the accumulated loss as on 31 st March, 2015. The Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding 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 financial institutions and banks.

(x) 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, the terms and conditions whereof are prejudicial to the interest of the Company.

(xi) According to the information and explanations given to us, term loans obtained during the period under audit were applied for the purpose for which they have been obtained.

(xix) Based upon the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

For Mathesh & Ramana Chartered Accountants Firm Regn. No.002020S



Place: Hyderabad Sd/- Date: 30.05.2015 BV Ramana Reddy Partner M.No. 026967


Jun 30, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of Neha International Limited which comprise the Balance Sheet as at June 30, 2013, and 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:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.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.

Auditor''s 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 whetherthefinancial 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 circumstancesAn 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 pro vide 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 financial statements give the information required bytheActin 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 atJune 30,2013;and

(b) in the case of the Profitand LossAccount,oftheprofitfortheyear ended on that date.

(c) in the case of the cash flow statement, of the Cash Flows, for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of theAct, we reportthat:

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 those books;

c. the Balance Sheet, and Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection(3C) of section211 oftheCompaniesAct. 1956;

e. on the basis of written representations received from the directors as on June 30,, 2013, and taken on record by the Board of Directors, 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 CompaniesAct, 1956.

Re:NEHA INTERNATIONAL LIMITED

Referred to in Paragraph 3 of our Report of even date.

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

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

(c) During the year,the company has not disposed off a major part of its FixedAssets.

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

(b) In our opinion and according to the information and explanations given to us,the procedures of physical verification of inventories followed by the management 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 verification between the physical stocks and the book records were properly dealt with inthe booksofaccount.

(iii) (a) The company has taken loans from one party covered in the register maintained under section 301 of the CompaniesAct,1956.

(b) The company has granted loan during the previous year to one company covered in the register maintained under section 301 of the CompaniesAct,1956.The amount involved during the year was Rs.153.66 lakhs and the year-end balance of loans from such parties was Rs.128.04 lakhs.

(c) In our opinion,the rate of interest and other terms and conditions on which loans have been taken/granted from the parties listed in the register maintained under section 301 of the CompaniesAct are not,prima-facie,prejudicial to the interest of the company.

(d) The company is regular in repaying/recovering the principal amounts as stipulated and has been regular in the payment/receiving of interest.

(e) There was no overdue amount of loans taken from on granted to companies firms or other parties listed in the register maintained under section 301of the CompaniesAct,1956.

(iv) 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 sale of goods.During the course of our audit,we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us,we are of the opinion that the transactions that need to be entered into the register maintained under section 301 ofthe CompaniesAct,1956 have beensoentered. (b) In our opinion and according to the information and explanations given to us,the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the CompaniesAct,1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public.

(vii) In our opinion, the company has formal internal audit system and the company''s internal control procedures together with the internal checks conducted by the management staff during the year can he considered as adequate systems commensurate with the size and nature of its business.

(viii) As informed the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 for the activities of the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Tax Deducted at Source, Employee''s provident fund and other statutory dues and there is no amount outstanding for a period of more than six months.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, other taxes and duties which have not been deposited on account of any dispute.

(x) In our opinion, the company did not have the accumulated loss exceeding 50% of its net-worth at the end of year.

The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to banks.

(xii) We are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Hence no need to maintain the said records.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/ society.Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order. 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us. the company has not raised any fresh share capital by way of public issue or by any other mode during the financial year. Hence, the question of preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act does notarise.

(xix) According to the information and explanations given to us, the company has not issued any debentures in the history of the company. Hence the creation of securities does not arise.

(xix) According to the information and explanation given to us during the year the company has not raised money by way of public issues, hence the verification of end use of money does not arise.

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

For MATHESH & RAMANA

Chartered Accountants

Firm. Reg. No. 002020S

Sd/-

Place : Hyderabad B.V.RAMANA REDDY

Dated : 29-08-2013 M. No.026967,

PARTNER


Jun 30, 2011

We have audited the attached Balance Sheet of NEHA INTERNATIONAL LIMITED as at 30th June, 2011 and also the Profit and Loss Account and the Cash Flow Statement 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.

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

2. As required by the companies (Auditor's Report) Order, 2003 and the Companies (Auditor's Report)(Amendment) Order,2004 issued by the Central Government of India in terms of section 227(4A) of the CompaniesAct,1956,we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Further to our comments in the Annexure referred to in paragraph (2) 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 such books of the company.

(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the company.

(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with this report subject to standards specified in Para 3(e) below complies with the accounting standards referred to in Section 211(3C) of the CompaniesAct,1956.

(e) The Company has not made a Provision of Gratuity and other retirement benefits as per the actuarial valuation referred in the Accounting Standard 15"Accounting for Retirement Benefits in the financial Statement of Employers". The effecting current Year profit was not ascertained.

(f) On the basis of written representations received from the Directors and taken on record by the Board of Directors, in our opinion, none of the director is disqualified from being appointed as a director under section 274(1)(g)of the CompaniesAct,1956.

4. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the significant accounting policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view subject to our qualifications given in Para 3(e)

i) in the case of the Balance Sheet, of the state of affairs of the company as at 30th June,2011.

ii) in the case of the Profit and Loss Account, of profit of the Company for the year ended on the date.

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

ANNEXURE TO THE AUDITORS' REPORT

(This is the Annexure to in our Report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and the situation of Fixed Assets. All the assets have not been physically verified by the management during the Year, but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its business. We have been informed that no material discrepancies were noticed on such physical verification. Substantial part of fixed assets has been disposed during the Year, however there is no affect on its going concern.

2. The stock of inventory has been physically verified by the management during the Year at reasonable intervals. In our opinion, the procedure of the physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business. The company is maintaining proper stock records of inventory. The discrepancies noticed on verification between physical stock and the book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered under the register maintained under section 301ofthe CompaniesAct,1956.

(b) The Company has taken interest free loan from one party covered under the register maintained under section 301 of the CompaniesAct,1956.The amount involved during the Year was Rs.115.45 lakhs and the Year-end balance of loans from such parties was Rs.1.76 lakhs.

As per the information and explanation given to us, we are of the opinion that the rate of Interest and other terms & conditions on which such loans were taken are not prima-facie prejudicial to the Interest of the Company and the same is in regular in repayment.

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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to information and explanation given to us, the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act 1956 is updated in the register.

(b) As per the information and explanation provided to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act and exceeding the value of rupees five lakhs in respect of any party during the Year. 6. As informed, the Company has not accepted any deposits from the public during the Year.

7. The Company has formal Internal Audit System and the Company's Internal Control Procedures together with the internal checks conducted by the management staff during the Year can be considered as an adequate system commensurate with the size and nature of business.

8. As informed the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the CompaniesAct,1956 for the activities of the Company.

9. (a) The Company is regular in depositing undisputed statutory dues including tax deducted at source, employees Provident Fund and other statutory dues with appropriate authorities and there is no amount outstanding for a period of more than 6 months.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax and other taxes and duties that have not been deposited on account of any dispute.

10. The Company does not have accumulated losses exceeding fifty percent of its net worth at the end of the Year and has neither incurred any cash losses during the Year covered by our audit nor in the immediately preceding Financial Year.

11. As per the information and explanation provided to us the Company has not defaulted in repayment of dues to Banks.

12. As per information and explanation provided to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other Investment.

13. The Company is not a Chit Fund, Nidhi or Mutual Benefit Fund/Society.

14. The Company is not dealing or trading in shares, securities, debentures and other investments.

15. The Company has not given any guarantee for loans taken by others, from Banks or Financial Institutions of the Company.

16. To the best of our knowledge and belief and according to the information and explanation given to us, term loans availed by the company during the year were prima facie applied for the purpose for which the loans were obtained.

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

18. There were no debentures issued by the Company.

19. During the year the company has raised money through GDR issue and warrants. The funds raised through the issues were prima facie applied for the purpose for which the funds were raised.

20. 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 MATHESH &RAMANA

Chartered Accountants

Firm. Reg. No. 002020S

Sd/-

Place : Hyderabad B.V.RAMANA REDDY

Dated : 06.12.2011 M.No.026967, PARTNER


Jun 30, 2010

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

2. As required by the companies (Auditors Report) Order,2003 and the Companies (Auditors Report)(Amendment) Order,2004 issued by the Central Government of India in terms of section 227(4A) of the CompaniesAct,1956,we enclose in theAnnexure,a statement on the matters specified in paragraphs 4 & 5 of the said order.

3. Furtherto our comments in the Annexure referredto inparagraph (2) 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 bylaw,have been kept bythe Company sofar as appears from our examination of such books of the company.

(c) The Balance Sheet,Profit and LossAccount and Cash Flow Statement dealt with by this report are in agreement with the books of account of the company.

(d) In our opinion,the Balance Sheet,Profit & LossAccount and Cash Flow Statement dealt with this report subject to standards specified in Para 3(e) below comply with the accounting standards referred to in Section 211(3C)of the Companies Act,1956.

(e) The Company has not made a Provision of Gratuity and other retirement benefits as per the actuarial valuation referred in the Accounting Standard 15"Accounting for Retirement Benefits in the financial Statement ofEmployers".The effecton currentYear profit was not ascertained.

(f) On the basis of written representations received from the Directors and taken on record by the Board of Directors, in our opinion, none of the director is disqualified from being appointed as a director under section 274(1)(g)ofthe Companies Act,1956.

(g) In our opinion and to the best of our information and according to the explanations given to us,the said accounts, read together with the significant accounting policies and other notes thereon,give the information required by the CompaniesAct,1956 in the manner so required and give a true and fair view subject to our qualifications in bold and italic given above:

i) in the case of the Balance Sheet,of the state of affairs of the company as at 30th June,2010

ii) in the case of the Profit and LossAccount,of profit of the Company for the year ended on the date.

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

ANNEXURE TO THE AUDITORS REPORT (This is the Annexure to in our Report of even date)

1. The company has maintained proper records showing full particulars including quantitative details and the situation of Fixed Assets.All the assets have not been physically verified by the management during theYear, but there is a regular programme of verification which in our opinion is reasonable having regard to the size of the Company and nature of its business.We have been informed that no material discrepancies were noticed on such physical verification. Substantial part of fixed assets has been disposed during theYear,however there is no affect on its going concern.

2. The stock of inventory has been physically verified by the management during theYear at reasonable intervals. In our opinion,the procedure of the physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.The company is maintaining proper stock records of inventory.The discrepancies noticed on verification between physical stock and the book records were not material.

3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered under the register maintained under section 301of the CompaniesAct,1956.

(b) The Company has taken interest free loan from one party covered under the register maintained under section 301 of the Companies Act, 1956.The amount involved during the Year was Rs.200.80 lakhs and the Year-end balance of loans from such parties was Rs.0.50 lakhs.

As per the information and explanation given to us, we are of the opinion that the rate of Interest and other terms & conditions on which such loans were taken are not prima-facie prejudicial to the Interest of the Company

As no stipulation has been made for repayment of loan, we are unable to make a comment about regular repayment and over due amount of loan.

4. In our opinion, on the basis of selective check carried out during the course of audit, the company needs to strengthen the internal control procedurestocommensurate with the sizeofthe Company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. However, in our opinion,there is no continuing failure to correct major weakness in internal control.

5. (a) According to information and explanation given to us,the particulars of contracts or arrangements that need to be entered in the register maintained under section 301 of the CompaniesAct 1956 is updated in the register.

(b) As per the information and explanation provided to us,there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the CompaniesAct and exceeding the value of rupees five lakhs in respect of any party during the Year.

6. As informed,the Company has not accepted any deposits from the public during the Year.

7. The Company does not have a formal Internal Audit System but the Companys Internal Control Procedures together with the internal checks conducted by the management staff during theYear can be considered as an adequate system commensurate with the size and nature of business.

8. As informed the maintenance of cost records has not been prescribed by the Central Government under section 209(1)(d) of the CompaniesAct,1956 for the activities of the Company.

9. (a) The Company is regular in depositing undisputed statutory dues including tax deducted at source, employees Provident Fund and other statutory dues with appropriate authorities with slight delays. However there is no amount outstanding for aperiod ofmore than 6 months.

(b) According to the information and explanation given to us, there are no dues of sales tax, income tax and other taxes and duties that have not been deposited on account of any dispute.

10. The Company does not have accumulated losses exceeding fifty percent of its net worth at the end of theYear and has neither incurred any cash losses during theYear covered by our audit nor in the immediately preceding Financial Year.

11. Asper the information and explanation provided tousthe Company has not defaultedin repayment of dues toBanks.

12. As per information and explanation provided to us,the Company has not granted loans and advances on the basis of security by way of pledge of shares,debentures and other Investment.

13. The Company is not a Chit Fund,Nidhi or Mutual Benefit Fund/Society.

14. The Company is not dealing or trading in shares,Securities,debentures and other investments.

15. The Company has not given any guarantee for loans taken by others, from Banks or Financial Institutions of the Company.

16. To the best of our knowledge and belief and according to the information and explanation given to us,term loans availed by the company during the year were prima facie applied for the purpose for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company,we reportthatnofunds raised onshort-term basis have been used for long-term investment.

18. The company has made preferential allotment of 7 Lakh shares by conversion of Share Warrants at a price of Rs.22 which was determined according to SEBI Guidelines for issue of Shares on Preferential Basis, during theYear to one Party being a promoter group company which is covered in the register maintained under section 301 of the Companies Act,1956.

19. There wereno debentures issued by the Company.

20. There wereno public issues during the Year.Hence, no comment on end useoffunds raised.

21. 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 TUKARAM & CO., Chartered Accountants Firm.Reg.No. 004436S

J. POORNA CHANDAR

Place:Hyderabad Partner

Dated:04.12.2010 M.No. 221627

 
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