Auditor Report of Pact Industries Ltd.

Mar 31, 2017

To the Members of Pact Industries Limited

Report on the Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Pact Industries Limited ('' the Company'') which comprise the Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss and Cash Flow Statement and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information( herein after referred to as “standalone Ind AS financial statements”..

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Company''s Act, 2013(“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(Ind AS) prescribed under Section 133 of the Act read with relevant rules issued there under.

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 standalone Ind AS 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 standalone Ind AS 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 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 requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free form material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation of the standalone Ind AS financial statements that gives true and fair view in order to design audit procedure that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company''s Director, as well as evaluating the overall presentation of the standalone Ind AS 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 standalone Ind AS financial statements.

Opinions

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, including the Ind AS, of the financial position of the Company as at 31st March 2017 and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“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 Order.

2. 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 aforesaid standalone IND AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant Rule issued there under;

e. On the basis of written representations received from the directors as on March 31, 2017,taken on record by the Board of Directors, none of the directors is disqualified as on march 31, 2017, from being appointed as a director in terms of Section 164(2) of the Act ;

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”

ANNEXURE A TO THE AUDITORS’ REPORT

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31^st March 2017, we report that:

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

(b) The company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its assets.

(c) According to information and explanation given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

ii) As explained to us, the inventory has been physically verified during the year by the management at reasonable intervals.

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

(b) The company is maintaining proper records of inventories.

iii) The Company has not granted loans to Companies or other parties covered in the register maintained under section 189 of the Companies Act, 2013(''the Act''). Hence clause a,b and c are not applicable.

iv) In our opinion and according to the information and explanations given to us, the Company has compiled with the provisions of section 185 and 186 of the Act, with respect to the loans and investment made.

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

vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the company.

vii) (a) According t the information and explanations given to us and on the basis of our examination of the records of the company, amount deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities, except Provident Fund, E.S.I Labour Welfare Fund and Tax deducted at source.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31^stMarch 2017 for a period of more than six months from the date they became payable ,except Provident Fund and E.S.I. and Tax deducted at source.

(b) According to the information and explanations given to us, there are no material dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute.

viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order in not applicable.

ix) The Company did not raise money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order in not applicable.

x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

xi) According to the information and explanations given to us and based on our examination of the records of the company, the company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provision of section 197 read with Schedule V of the Act.

xii) In our opinion and according to the information and explanations given to us, the Compnay is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non -cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure -B to the Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub section 3 of Sections 143 of the Companies Act, 2013 (“ the Act”)

We have audited the internal financial controls over financial reporting of Pact Industries Limited (‘‘the Company’’) in conjunction with our audit of standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on audit of Internal Financial control over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibility include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting base on our audit. We conducted our audit in accordance with the Guidance Not on Audit of Internal Financial Controls over Financial Reporting (“the Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly, reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and the receipts and expenditure of the company are being made only in accordance with the authorization of the management and the directors of the company; (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of company’s assets that could have a material effect on the financial statements.

Inherent Limitations Of Internal Financial Control Over Financial Reporting

Because of the inherent limitations of the internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not to be detected. Also, projections of any evaluations of the internal financial controls over financial reporting to future period are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliances with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Rajesh Mehru & Co.

Chartered Accountants

Firm’s Registration Number : 011715N

sd/-

Rajesh Mehru

Partner

Membership Number: 090725

Place : Ludhiana

Date : 30.05.2017

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Mar 31, 2015

We have audited the accompanying financial statements of Pact Industries Limited which comprise the Balance Sheet as at March 31, 2015, 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, 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. 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 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 misstatements.

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

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

(c) in the case of Cash Flow Statement 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:

* 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;

* 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

* 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 and with the returns received from branches not visited by us;

* In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in subsection (3c) of section 211 of the companies act, 1956;

* 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 clause (g) of sub section (1) of section 274 of the companies act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our report to the members of M/s Pact Industries Ltd. for the year ended on 31.03.2015. We report that:

1. In respect of the Company's fixed assets:

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business.

(c) In our opinion and according to information and explanation given to us, the company has not disposed off substantial part of its fixed assets during the year and going concern status of the company is accordingly not affected.

2. In respect of the Company's inventories:

(a) As explained to us, the inventory has 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 as evidenced by the written procedures and instruction are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventories.

2. (a) According to the information and explanations given to us, the company has not granted any loan to Companies or other parties covered in the register maintained under section 301 of the companies act, 2013.

(b) The company has taken unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 2013 and had also repaid some amount to same persons.

(c) In our opinion and according to the information and explanations given to us rate of interest and other terms and conditions on which loan have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanations give to us. The payment of principal amount and interest in respect to the aforesaid loans is regular. There is no overdue amount of loans taken from Companies, Firms, or other parties listed in the register maintained under section 301 of the Companies Act, 2013.

3. In our opinion and according to the information and explanations given to us, these are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of inventories, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

4. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act.

(a) In our opinion and 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 of the Companies Act, 1961 has been so entered.

(b) In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and which exceed Rs. 5.00 Lacs or more in respect of each party during the year have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public in pursuance of section 58A and 58AA of the Companies Act, 2013.

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

7. The Central Govt. has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 2013 for any of the products of the Company.

8. According to the information and explanations given to us, in respect of statutory dues:

a) We are of the opinion that the Company has been regular in depositing undisputed statutory dues.

b) We are of the opinion that no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2015 for a period of more than six months from the date of they becoming payable.

c) We are of the opinion that there are no dues of Sale-Tax, Income Tax, Wealth Tax, Excise duty and cess which have not deposited on account of any dispute.

9. The company does not have accumulated losses at the end of financial year which are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under audit.

10. According to the information and explanations given to us, the company has not defaulted in repayment of dues to bank and financial institution.

11. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

12. The Company is not a chit fund, or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

13. In our opinion, the company is not dealing in or traded in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

14. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

15. In our opinion and according to the information and explanations given to us, the Company has not applied the term loans for the purpose for which the loans were raised.

16. In our opinion and according to 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. Further, no long-term funds have been used to finance for short-term assets except permanent working capital.

17. According to the information and explanations given to us the Company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of Companies Act, 2013.

18. According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

19. The Company has not raised any money by way of a public issue during the year ended 31st March, 2015. Therefore the provisions of clause 4(xx) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

20. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Rajesh Mehru & Co. Chartered Accountants Firm Reg No. : 011715N

-sd/- Rajesh Mehru Place : Ludhiana Partner Date : 25.05.2015 M. No: 090725

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Mar 31, 2014

We have audited the accompanying financial statements of Pact Industries Limited which comprise the Balance Sheet as at March 31, 2014, 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, 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. 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 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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Profit and Loss Account, of the loss for the year ended on that date;

(c) In the case of Cash Flow Statement 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:

- 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;

- 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

- 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 and with the returns received from branches not visited by us;

- In our opinion, the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in subsection (3c) of section 211 of the companies act, 1956;

- On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the board of directors, none of the directors is disqualified as on march 31, 2014, from being appointed as a director in terms of clause (g) of sub? section (1) of section 274 of the companies act, 1956.

1. In respect of the Company''s fixed assets:

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business.

(c) In our opinion and according to information and explanation given to us, the company has not disposed off substantial part of its fixed assets during the year and going concern status of the company is accordingly not affected.

2. In respect of the Company''s inventories:

(b) As explained to us, the inventory has been physically verified during the year by the management at reasonable intervals..

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

(d) The company is maintaining proper records of inventories.

3. (a) According to the information and explanations given to us, the company has not granted any loan to Companies or other parties covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has taken unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956 and had also repaid some amount to same persons.

(c) In our opinion and according to the information and explanations given to us rate of interest and other terms and conditions on which loan have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanations give to us. The payment of principal amount and interest in respect to the aforesaid loans is regular. There is no overdue amount of loans taken from Companies, Firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, these are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of inventories, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act.

(a) In our opinion and 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 of the Companies Act, 1961 has been so entered.

(b) In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and which exceed Rs. 5.00 Lacs or more in respect of each party during the year have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public in pursuance of section 58A and 58AA of the Companies Act, 1956.

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

8. The Central Govt. has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

9. According to the information and explanations given to us, in respect of statutory dues:

a) We are of the opinion that the Company has been regular in depositing undisputed statutory dues.

b) We are of the opinion that no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2014 for a period of more than six months from the date of they becoming payable.

c) We are of the opinion that there are no dues of Sale-Tax, Income Tax, Wealth Tax, Excise duty and cess which have not deposited on account of any dispute.

10. The company does not have accumulated losses at the end of financial year which are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under audit.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to bank and financial institution.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

13. The Company is not a chit fund, or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or traded in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. In our opinion and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which the loans were raised.

17. In our opinion and according to 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. Further, no long-term funds have been used to finance for short-term assets except permanent working capital.

18. According to the information and explanations given to us the Company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

20. The Company has not raised any money by way of a public issue during the year ended 31st March, 2014. Therefore the provisions of clause 4(xx) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Rajesh Mehru & Co. Chartered Accountants Firm''s Registration Number : 011715N

(Rajesh Mehru) (Partner) (Membership Number: 090725) Ludhiana, September 05, 2014

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Mar 31, 2013

We have audited the accompanying financial statements of Pact Industries Limited Which comprise the Balance Sheet as at March 31. 2013, and the statement of Profit and Loss and Cash Flaw Statement (or 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 trial 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 Ad. 1956 This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of Ihe financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Our responsibllity 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 In oblain reasonable assurance about whether the financial statements are free from material misstatements.

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 Lo design audit procedures that are appropriate in the circumstances. An audit also Includes evaluating the appropriateness of accounting polities used end the reasonableness of ihe accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe thay the audit evidence we have obtained is sufficient and appropriate to provide a basis tor our audit opinion.

Opinion

In our opinion end 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 slate of affairs of die Company as" at March 51, 2013:

(b) in the case of the Profit and Loss Account of the loss for the year ended on that dale;

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 tends 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:

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

* In our opinion proper books of accpimt as required by law nave been kept by the company so far as appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

* 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 and with the returns received from branches not visited by us;

* In our opinion the balance sheet, statement of profit and loss, and cash flow statement comply with the accounting standards referred to in subsection (3c) of section 211 of the companies act, 1956;

* On the basis of written representations received from the directors as on March 31,2013, 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 companies act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to In paragraph 1 under 'Report on other Legal and Regulatory Requirements' section of our report of even date)

1. In respect of the Company's fixed assets:

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year No material discrepancies were noticed on such physical verification In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business,

(c) In our opinion and according to information and explanation given to us. the company has not disposed off substantial part of its fixed assets during the year and going concern status of the company is accordingly not affected.

2. In respect of the Company's inventories:

(b) As explained to us, the inventory has been physically verified during the year by the management at reasonable intervals,.

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

(d) The company is maintaining proper records of inventories.

3. (a) According to the information and explanations given to us, the company has not granted any loan to Companies or other parties covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has taken unsecured loans from parties covered in the register maintained under section 301 of the Companies Act, 1956 and had also repaid some amount to same persons.

(c) In our opinion and according to the information and explanations given to us rate of interest and other terms and conditions on which loan have been taker from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanations give to us The payment of principal amount and interest in respect to the aforesaid loans is regular. There is no overdue amount of loans taken from Companies. Finns, or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, these are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to purchase of inventories, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the Act.

(a) In our opinion and 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 of the Companies Act, 1961 has been so entered

(b) In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and which exceed Rs. 5.00 Lacs or more in respect of each party during the year have been made at prices which are reasonable having regard to the prevalent market prices at the relevant time.

6. In our opinion and according to the information and explanations given to us. the Company has not accepted any deposits from the public in pursuance of section 58A and 58AA of the Companies Act, 1956.

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

8. The Central Govt, has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

9. According to the information and explanations given to us, in respect of statutory dues:

a) We are of the opinion that the Company has been regular in depositing undisputed statutory dues.

b) We are of the opinion that no undisputed amounts payable In respect of the aforesaid dues were outstanding as at 31.03.2013 for a period of more than six months from the date of they becoming payable.

c) We are of the opinion that there are no dues of Sale-Tax. Income Tax, Wealth Tax, Excise duty and cess which have not deposited on account of any dispute.

10. The company does not have accumulated losses at the end of financial year which are more than fifty percent of its net worth The company has not incurred cash losses during the financial year covered under audit.

11. According to the information and explanations given to us, the company has not defaulted in repayment of dues to bank and financial institution.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

13. The Company is not a chit fund, or a nidhi/mutual benefit fund/society Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

14. In our opinion, the company is not dealing in or traded in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

16. In our opinion and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which the loans were raised.

17. In our opinion and according to 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 Further, no long-term funds have been used to finance for short-term assets except permanent working capital.

16. According to the information and explanations given to us the Company has not made preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

20. The Company has not raised any money by way of a public issue during the year ended 31st March, 2013. Therefore the provisions of clause 4(xx) of the Companies (Auditors Report) order, 2003 are not applicable to the Company

21. According to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Rajesh Mehru & Co. Chartered Accountants Firm's Registration Number 011715N

(Rajesh Mehru) (Partner) (Membership Number 090725)

Ludhiana, September 05. 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s PACT INDUSTRIES LIMITED as at 31st March, 2012 and the Profit & 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 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.

3. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government in India in terms of sub section (4A) of section 227 of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above we reports that:

a) We have obtained all the information and explanation. 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

d) In our opinion the balance sheet profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of copies of Form-DD-A received from directors confirming that they have not incurred disqualification under section 274(1)(g) in respect of companies mentioned therein, in the financial year ending 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) The provisions of section 441A of the Companies Act, 1956 regarding the levy and collection of cess on turnover or gross receipts of the Companies have not yet been notified by the Central Government. Accordingly, we are unable to express our opinion on the compliance of the said section in terms of clause (g) of sub-section (3) of section 227 of the Act.

g) Subject to above in our opinion and to the best of our information and according to the explanations given to us, the said account read together with significant accounting policies and other notes thereon the give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India

I) In the case of Balance Sheet of the State of affairs of the Company as at 31st March, 2012.

II) In the case of profit and loss account of the profit for the year ended on that date:

III) In the case of cash flow statement of the company as at 31st March, 2012.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. During the year fixed assets valued Rs 9294027.91 have been converted into stock in trade and appropriate standards have been followed in this regard.

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business.

(c) In our opinion and according to information and explanation given to us, the company has not disposed off substantial part of its fixed assets during he year and going concern status of the company is accordingly not affected.

(ii) The inventory has been physically verified during the year by the management . In our opinion, the frequency of verification of inventories by the management 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 as evidenced by the written procedures and instruction are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company is maintaining proper records of inventories.

(iii) (a) According to the information and explanations given to us, the company has not granted unsecured loan to Companies or other parties covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. .

(c) In our opinion and according to the information and explanations given to us rate of interest and other terms and conditions on which loan have been taken from parties listed in the register maintained inder section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanations give to us. The payment of principal amount and interest in respect to the aforesaid loans is regular. There is no overdue amount of loans taken from Companies, Firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In out opinion and according to the information and explanations given to us, these are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

(v) (a) In our opinion and 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 of the Companies Act, 1961 has been so entered.

(b) In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and which exceed Rs. 5.00 Lacs or more in respect of each party during the year have been made at prices which are reasonable having regard to the prevalent 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 in pursuance of section 58A and 58AA of the Companies Act, 1956.

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

(viii) The Central Govt. has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

(ix). (a) According to the information and explanations given to us and on an examination of the records of the Company we are of the opinion that the Company has been regular in depositing undisputed statutory dues.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2012 for a period of more than six months from the date of they becoming payable.

(c) According to the information and explanations given to us, there are no dues of Sale-Tax, Income Tax, Wealth Tax, Excise duty and cess which have not deposited on account of any dispute.

(x) The company does not accumulated losses at the end of financial year which are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under audit.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to bank and financial institution.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) The Company is not a chit fund, or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or traded in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which the loans were raised.

(xvii) In our opinion and according to 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. Further, no long-term funds have been used to finance for short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

(xx) The Company has not raised any money by way of a public issue during the year ended 31st March,.2012. Therefore the provisions of clause 4(xx) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

PLACE : LUDHIANA FOR RAJESH MEHRU & CO. CHARTERED ACCOUNTANTS DATED : 01.09.2012 PARTNER

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s Pact Industries Limited as at 31st March, 2011 and the Profit & 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 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.

3. As required by the Companies (Auditor''s Report) Order 2003 issued by the Central Government in India in terms of sub section (4A) of section 227 of the Companies Act, 1956. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the Annexure referred to in paragraph 3 above we reports that:

a) We have obtained all the information and explanation. 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 sheets, profit and loss account dealt with by this report are in agreement with the books of account.

d) In our opinion the balance sheet profit and loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

e) On the basis of copies of Form-DD-A received from directors confirming that they have not incurred disqualification under section 274(1)(g) in respect of companies mentioned therein, in the financial year ending 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f) The provisions of section 441A of the Companies Act, 1956 regarding the levy and collection of cess on turnover or gross receipts of the Companies have not yet been notified by the Central Government. Accordingly, we are unable to express our opinion on the compliance of the said section in terms of clause (g) of sub-section (3) of section 227 of the Act.

g) Subject to above in our opinion and to the best of our information and according to the explanations given to us, the said account read together with significant accounting policies and other notes thereon the give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India

I) In the case of Balance Sheet of the State of affairs of the Company as at 31st March, 2011.

II) In the case of profit and loss account of the profit for the year ended on that date:

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

(b) According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such physical verification. In our opinion the frequency of physical verification of fixed assets is reasonable having regard to the size of the Company and nature of its business.

(c) In our opinion and according to information and explanation given to us, the company has not disposed off substantial part of its fixed assets during he year and going concern status of the company is accordingly not affected.

(ii) ( a) The inventory has been physically verified during the year by the management . In our opinion, the frequency of verification of inventories by the management 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 as evidenced by the written procedures and instruction are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The company have proper records of inventories.

(iii) (a) According to the information and explanations given to us, the company has not granted unsecured loan to Companies or other parties covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has taken unsecured loan from party''s covered in the register maintained under section 301 of the Companies Act, 1956.The amount involved in the transactions for loans is Rs.3450349.67/- (c) In our opinion and according to the information and explanations given to us rate of interest and other terms and conditions on which loan have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima-facie prejudicial to the interest of the company.

(d) In our opinion and according to the information and explanations give to us. The payment of principal amount and interest in respect to the aforesaid loans is regular. There is no overdue amount of loans taken from Companies, Firms, or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, these are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventories, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls system.

(v) (a) In our opinion and 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 of the Companies Act, 1961 has been so entered.

(b) In our opinion and according to the information and explanations given to us, there is no transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and which exceed Rs. 5.00 Lacs or more in respect of each party during the year have been made at prices which are reasonable having regard to the prevalent 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 in pursuance of section 58A and 58AA of the Companies Act, 1956.

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

(viii) The Central Govt. has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

(ix). (a) According to the information and explanations given to us and on an examination of the records of the Company we are of the opinion that the Company has been regular in depositing undisputed statutory dues.

(b) According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31.03.2010 for a period of more than six months from the date of they becoming payable.

(c) According to the information and explanations given to us, there are no dues of Sale-Tax, Income Tax, Wealth Tax, Excise duty and cess which have not deposited on account of any dispute.

(x) The company does not have accumulated losses at the end of financial year which are more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered under audit.

(xi) According to the information and explanations given to us, the company has not defaulted in repayment of dues to bank and financial institution.

(xii) In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

(xiii) The Company is not a chit fund, or a nidhi/mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or traded in shares, securities, debentures and other investments. Therefore the provisions of clause 4(xiv) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

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

(xvi) In our opinion and according to the information and explanations given to us, the Company has applied the term loans for the purpose for which the loans were raised.

(xvii) In our opinion and according to 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. Further, no long-term funds have been used to finance for short-term assets except permanent working capital.

(xviii) According to the information and explanations given to us the Company has not made any preferential allotment of shares during the year to parties and Companies covered in the register maintained under section 301 of Companies Act, 1956.

(xix) According to the information and explanations given to us, the Company has not issued any secured debentures during the year.

(xx) The Company has not raised any money by way of a public issue during the year ended 31st March,.2011. Therefore the provisions of clause 4(xx) of the Companies (Auditors Report) order, 2003 are not applicable to the Company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit.

PLACE : LUDHIANA FOR RAJESH MEHRU & CO. CHARTERED ACCOUNTANTS DATED : 05.09.2011 SD/- PARTNER