Auditor Report of Newever Trade Wings Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Newever Trade Wings Limited, which comprise the Balance Sheet as at 31 March 2015, and the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information which we have signed under reference to this report.

Management's Responsibility for the Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of 'the Companies Act, 2013' of India (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 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 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.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. 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.

5. 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.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. 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

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 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.

9. The financial statements of the Company as at 31 March 2015 and for the year then ended were audited by another firm of chartered accountants who, vide their report dated 30 May, 2014, expressed an unmodified opinion on those financial statements.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

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

11. 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 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 Cash Flow Statement dealt with by this Report are in agreement with the books of account .

(d) In our opinion, the accompanying financial statements dealt with by this report 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 written representations received from the directors as on 31 March 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015, from being appointed as a director in terms of Section 164(2) of the Act;

(f) With respect to the other matters 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:

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

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to Independent Auditor's Report

I. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

(b) In our opinion, 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.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

iii. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii)[(b) and (c)] of the said Order are not applicable to the Company.

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 the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the rules framed there under.

vi. The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act for any of the products of the Company.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income-tax, sales-tax, wealth-tax, service-tax, duty of customs, duty of excise, value added tax, cess which have not been deposited on account of any dispute.

(c) According to the information and explanations given to us and the records of the Company examined by us, there is no amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under, with the appropriate authorities.

viii. As the Company is registered for a period less than five years, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

ix. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. 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. Accordingly, the provisions of Clause 3(x) of the Order are not applicable to the Company

xi. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

xii. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For D K Chhajer & Co Chartered Accountants Firm Registration No. 304138E

Niraj K Jhunjhunwala Partner Membership No. 057170

Place : Kolkata Date : 28 May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Newever Trade Wings Limited (''the Company1) having CIN-L74999WB2012PLC181106 which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss and Cash Flow Statement for the year ended and summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (''the Act1). 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 & fair view and 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 conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessment, 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 by the 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 of 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 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, 2014.

(ii) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date.

(iii) 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("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

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

b. in our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of those books;

c. the Balance Sheet and Statement of Profit and Loss and Cah 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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31 March, 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31 March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report Referred to in paragraph 2 of our report of even date

On the basis of the records produced to us for our verification/perusal, such checks as we considered appropriate, and in terms of information and explanations given to us on our enquiries, we state that

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

b. All the assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. No substantial part of the fixed assets has been disposed off by the company during the year.

2 a. As explained to us, inventories were physically verified at reasonable intervals.

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

c. In our opinion and according to the information and explanations given to us, the Company is rnaintaining proper records of the inventory. No discrepancies were noticed between physical stock and book records.

3 In respect of the loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

i) The Company has given loans to two group companies free of interest, maximum amount outstanding at any time during the year was Rs 63 Lacs for Flex Alloys Private Limited and Rs 552.50 Lacs for Dunhil Trader Private Limited.

ii) According to the information and explanations given to us, the terms and conditions for the loans given by the Company, are not prima facie prejudicial to the interest of the Company.

iii) Amount of loan is repayable on demand and no interest is payable as the same has been given free of interest.

iv) In respect of loans given there are no overdue amounts as the same is payable on demand 4 In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and nature of its business. The Company is not providing any services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5 According to the information and explanations given to us, there were transactions that needed to be entered in the register maintained under section 301 of the Companies Act, 1956, on the contrary the same has been duly complied.

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

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

8 The Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956.

9 a. The Company has generally been regular in depositing undisputed statutory dues, in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty and Cess with the appropriate authorities. According to information and explanations given to us, following is the amount outstanding as at the end of financial year: - VAT Payable (West Bengal) - Rs.75,378

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

10 The Company has accumulated loss of Rs.2.61Lacs as at 31st March 2014, arising mainly due to provision for income tax. The Company has not incurred any cash loss during the financial year ended on that date and in immediately preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

13 The Company is not a chit fund/nidhi/mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

14 According to the information and explanations given to us, the Company is not dealing or trading in share, securities, debentures and other investments.

15 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.

16 According to the information and explanations given to us, the company has not taken any term loan from any bank during the year

17 According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short term basis that have been used for long-term investment.

18 The company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Companies Act, 1956.

19 The company has not issued any debentures during the year and accordingly, paragraph 4(xix) of the Order is not applicable.

20 The company has made public issue of 63,20,000 shares during the year through IPO for cash at par aggregating Rs.632 lacs having face value of Rs. 10 each, to meet its working capital requirement. All the shares have been duly subscribed and fully paid up. Total number of shares as at the year end is 2,39,45,200 shares of which 1,82,28,450 shares are held in demat form. Total issue constitute 26.39% of the fully diluted post issue paid up equity share capital of the company.

21 To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For K. N. Jain & Co Chartered Accountants FRN. 319119E

CA. Jitendra Lohia Place: Kolkata Partner Date: 30th day of May, 2014 Membership No. 060712

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Mar 31, 2013

We have audited the accompanying financial statements of Newever Trade Wings Limited which comprise the Balance Sheet as at March 31st, 2013, the Statement of and Loss and Cash Flow Statement for the period from 27thApril,2Qi2 to 31aMarch,2013 then ended, and a summary of significant accounting policies and other explanatory

The management is responsible for the preparation of these financial statements that give a e and fair view of the financial position, financial performance and cash flows of the Company accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the panies Act, 1956 ("the Act"). This responsibility includes the design, implementation and jfcienance of internal control relevant to the preparation and presentation of the financial fcements that give a true and fair view and are free from material misstatement, whether due Ifcaud or error.

Our responsibility is to express an opinion on these financial statements based on our audit.

b conducted our audit in accordance with the Standards on Auditing issued by the Institute of

Brtered Accountants of India. Those Standards require that we comply with ethical and plan and perform the audit to obtain reasonable assurance about whether the fcencial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and tedosures in the financial statements. The procedures selected depend on the auditor''s bdgment, including the assessment of the risks of material misstatement of the financial btements, whether due to fraud or error. In making those risk assessments, the auditor insiders internal control relevant to the Company''s preparation and fair presentation of the panciai statements in order to design audit procedures that are appropriate in the frcumstances. An audit also includes evaluating the appropriateness of accounting policies used r« the reasonableness of the accounting estimates made by management, as well as evaluating pe 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.

In our opinion and to the best of our information and according to the explanations given to I cs, the financial statements give the information required by the Act in the manner so required I «r.d give a true and fair view in conformity with the accounting principles generally accepted in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2012

In the case of the Profit and Loss Account, of the profit for the period from 2 to I 31st March, 2013 and case of the Cash Flow Statement, of the cash flows for the year ended on that date.

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

As required by section 227(3) of the Act, we report that:

We have obtained all the information and explanations which to the best of our knowledge and ef were necessary for the purpose of our audit;

In our opinion proper books of account as required by law have been kept by the Company so ras appears from our examination of those books

The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this ort are in agreement with the books of account, subject to confirmation of accounts of all the in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement ply with the Accounting Standards referred to in subsection (3C) of section 211 of the mpanies Act, 1956;

On the basis of written representations received from the directors as on March 31st, 2013, 3 taken on record by the Board of Directors, none of the directors is disqualified as on March , 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section P4 of the Companies Act, 1956.

Since the Central Government has not issued any notification as to the rate at which the cest I to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under » said section, prescribing the manner in which such cess is to be paid, no cess is due ana payable by the Company.

Annexure referred to in paragraph 1 of the Our Report of even date to the nbers of Newever Infrahomes Limited on the accounts of the company for the r ended 31st March, 2013. he basis of such checks as we considered appropriate and according to the information explanation given to us during the course of our audit, we report that:

The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

I. In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

(a) As per explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company. In our opinion and according to the information and explanations given to us, there is I generally an adequate internal control procedure commensurate with the size of the I company and the nature of its business and payment for expenses. During the course I of our audit, no major instance of continuing failure to correct any weaknesses in the I internal controls has been noticed. a) Based on the audit procedures applied by us and according to the information and I explanations provided by the management, the particulars of contracts or I arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

14according information & explanations given by the management, the Company does not have internal audit system commensurate with its size and the nature of its business. Bper information & explanation given by the management, maintenance of cost records as been prescribed by the Central Government under clause (d) of sub-section (1) of ection 209 of the Act and we are of the opinion that prima facie the prescribed accounts nd records have been made and maintained. ) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income- tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable. ) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes. This is the first year of the company and it has not incurred cash loss during the financial year covered by our audit. jmm

Sased on our audit procedures and on the information and explanations given by the I management, we are of the opinion that, the Company has not defaulted in repayment of I dues to a financial institution, bank or debenture holders. According to the information and explanations given to us, the Company has not granted I loans and advances on the basis of security by way of pledge of shares, debentures and I other securities.

The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company. According to information and explanations given to us, the Company is not dealing/ trading in Shares, Mutual funds & other Investments, so this clause is not applicable to the company Recording to the information and explanations given to us, the Company has not given my guarantees for loan taken by others from a bank or financial institution. Based on our audit procedures and on the information given by the management, we Report that the company has not raised any term loans during the year. Based on the information and explanations given to us and on an overall examination of Ik Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

Based on the audit procedures performed and the information and explanations given to by the management, we report that the Company has not made any preferential of shares during the year.

The Company has no outstanding debentures during the period under audit. lie Company has not raised money by public issue during the current financial year.

Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during tre year, nor have we been informed of such case by the management.

for Rahul R Choudhary Associates

Chettered Accounting

CA Rafehoudfea

Membership No. : 300859

Race: Kolkata

Date: 11th June, 2013