Auditor Report of Nirbhay Colours India Ltd.

Mar 31, 2015

1. We have audited the accompanying standalone financial statements of Parth Industries Limited, the company, which compromise the balance sheet as at March 31st 2015, the statement of profit and loss, cash flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information.

2. The Company's Board Of Directors is responsible for the matters stated in section 134(5) of the companies Act, 2013 ('the Act') with respect to the preparation of these financial statements to give a true and fare 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 (account ) rules 2014. This responsibility also include maintenance of adequate accounting reports in accordance with the provision of the for the safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities ; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting reports, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

4. We have taken into account the provision of the Act and the Rules made there under including the accounting standards and which are required to be included in the audit report.

5. We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute Of Chartered Accountants Of India. Those standards and pronouncement require that we comply with ethical requirements and plan perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

6. An audit involve performing procedure to obtain audit evidence about the amounts and disclosure in the financial statements. The procedure selected depends on the auditor's Judgment, including the assessment of risk of material misstatement of the financial statement,whether due to fraud or error. In making those risk assessment, the auditor considers internal financial control relevant to the companies preparation of the financial statements the 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 whether the company has in place an adequate internal financial control 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 obtain 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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31st, 2015, and its profit and its cash flows for the year ended on that date.

Report On Other Legal And Regulatory Requirements

9. 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 (herein after referred to as the " Order"), and on the bases of such Checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the annexure a statement on the matters specified in the paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act, report that:

(a) We have sought and obtain all the information and explanations which to the best of our knowledge and belief where 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 it appears from our examination of those books.

(c) The Balance sheet, the statement of Profit and loss and cash flow statements dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representation received from the directors as on March 31st, 2015 taken on record by the Board Of Director, none of the director is disqualified as on 31st 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 knowledge and belief and according to the information and explanations given to us:

i. The Company has disclosed the impact of pending litigation as at March 31, 2015 on its financial position in its Financial Statements

ii. The Company has made provision as at March 31st, 2015 as required under the applicable law or accounting standards, the material foreseeable losses, if any, on long term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection fund by the Company during the year ended March 31st, 2015.

ANNEXURE TO INDEPENDENT AUDITORS REPORT

Referred to in paragraph 9 of the independent Auditors' Report of even date to the members of Parth Industries Limited on standalone financial statements as of and for the year ended March 31, 2015

i. In respect of its fixed assets:

a) On the basis of available information, since the Company has no fixed assets during the year, the clause as to requirement of maintenance of records containing quantitative details of situation of fixed assets is not applicable.

b) As On the basis of available information, since the Company has no fixed assets during the year, the clause as to requirement of physically verification of fixed assets by the management in a phased periodical manner and its material discrepancies are not applicable.

ii. In respect of its inventories:

a) The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The Company has maintained proper records of inventories. As per the information and explanation given to us, no material discrepancies were noticed on physical verification.

iii. Company has not granted any secured or unsecured loans to any companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

a) the comments as to the repayment of principal amount and interest thereon are not applicable.

b) the comments as to overdue amounts of loans and interest thereon are not applicable.

iv. In our opinion and according to the information and explanations given to us, the Company has an adequate internal control system commensurate with its size and the nature of its business for the purchase of inventory and for the sale of goods and services. During the course of our audit, we have not observed any type of failure to correct major weaknesses in such internal control system.

v. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (v) of paragraph 3 of the CARO 2015 are not applicable to the Company.

vi. The Rules as to the maintenance of cost records by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government under Section 148(1)(d) of the Companies Act,2013 are not applicable to the Company as per information produced before us.

vii. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident 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 have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

b) Details of 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 as on March 31, 2015 on account of any disputes are nil.

c) According to the records of the Company, there are no amounts that are due to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company has accumulated losses at the end of the financial year which is not more than fifty per cent of its net worth and the Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

ix. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions, banks and debenture holders.

x. The Company has not given any guarantees to any other company, banks and financial institutions.

xi. The Company has not raised new term loans during the year. The term loans outstanding at the beginning of the year is nil and hence comments as to purpose of term loan and its actual utilization are not applicable.

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, notices or reported during the year, not have been informed of any such case by the Management.

For, M/s. Suresh R Shah & Associates Chartered Accountants Date: 23/05/2015 Place: Ahmedabad Sd/- Suresh R Shah (Proprietor) FRN. No. 110691W

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Mar 31, 2014

We have audited the attached Balance Sheet of Parth Industries Limited, Ahmedabad, as at 31st March, 2014 and also Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 mis-statement. 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 (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that:

i) 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.

ii) In our opinion, proper books of Accounts as required by the law have been kept by the Company so far as appears from our examination of those books.

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

v) On the basis of written representations from the directors of the company, taken on record by the Board of Directors, we report that 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.

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

a) In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2014;

b) In the case of Profit & Loss Account, of the Loss for the year ended on that date.

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS'' REPORT Referred to in paragraph 3 our report of even date on the accounts for the year ended 31st March, 2014 of PARTH INDUSTRIES LIMITED, AHMEDABAD.

(i) (a) The company has no fixed assets therefore question of maintaining Proper records showing full particulars including quantitative details and situation of fixed assets does not arise.

(b) As company has no Fixed Assets during the year under consideration hence question of assets physical verification by the management during the year does not arise.

(c) During the year, the company has no fixed Assets hence question of disposal off parts of any of its Fixed Assets does not arise. According to the information and explanations given to us, we are of the opinion that due to no operation during the year going concern status of the company is affected.

(ii) (a) In absence of stock of finished goods, stores & raw material question of physical verification during the year by management does not arise.

(b) In absence of stock of finished goods, stores & raw material question of physical verification and question of procedures of physical verification of stocks followed by the management does not arise.

(c) In absence of stock of finished goods, stores & raw material question maintaining proper records of inventory does not arise.

(iii)

(a) The company had not taken any secured loan during the year. But company had taken loans from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 13.25 Lacs. The company has not any granted loans and made any investments in the companies covered in the register maintained under section 301 of the Companies Act, 1956 but given Deposits to various suppliers and Govt. Authorities. The year-end balance of loans granted to such parties was Rs. 5.20 Lacs.

(b) In our opinion, the rate of interest and other terms and condition on which Loans have been taken from companies, firms and other 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. In respect of loans and advances in the nature of loans given by the Company to others, where stipulations have been made, they are generally repaying the principle amounts as stipulated and have also been regular in the payment of interest where applicable.

(c) The company is neither regular in repaying the principal amounts as stipulated and nor has been regular in the payment of interest.

(d) There is no overdue amount of loans taken from companies, firms 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, there are no activities hence question of adequate internal control procedures, commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods, does not arise. During the course of our audit in absence of activities we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, no transactions are entered hence question of making transactions, in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year at prices which are reasonable having regard to prevailing market prices at the relevant time, does not arise.

(vi) The company has not accepted any deposits from public, except from directors, shareholders and relatives of directors, consequently the provisions of section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1985 are not applicable.

(vii) In our opinion, as pre the provisions of Companies Act internal audit system are applicable to the Company but no internal audit has been conducted in absence of activities during the year.

(viii) As per the information and explanation given to us the Central Government has not prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company have no statutory dues and Company has regularized the dues by depositing the dues with appropriate authorities undisputed statutory dues and other material statutory dues applicable to it.

(b) According to information and explanations given to us, no undisputed amount in respect of income tax, wealth tax, sale-tax, custom duty, excise duty and cess were in arrears, as at 31st March 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

(x) The company has accumulated losses during the year. The company ahs incurred cash losses during the financial year covered by our audit and the immediately preceding financial year also.

(xi) In our opinion and according to information and explanations given to us, the company has no repayment obligations to financial institutions, except Disputed liability of GLFL, bank or debenture holders hence question of defaulted in repayment of dues to financial institution, bank or debenture holders does not arise.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a Chit Fund, Nidhi / Mutual Benefit fund/ Societies. Therefore, the provisions of clause 4 (xiii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

(xvi) In our opinion, and according to information and explanation given to us no term loans have raised hence the question of application for the purpose for which they were raised does not arise.

(xvii) 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. No long-term funds have been used to finance short-term assets.

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

(xix) According to the information and explanation given to us, the company has not issued any debenture during the period covered by our audit report.

(xx) During the period covered under audit the company has not made any public issued of shares.

(xxi) According to the information and explanations given to us, under misappropriation by the company has been noticed or reported during the covered by our audit report.

For, M/s. Suresh R Shah & Associates Chartered Accountants

Date: 29/05/2014

Place: Ahmedabad

Sd/-

Suresh R Shah (Proprietor) FRN. No. 110691W

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Mar 31, 2012

We have audited the attached Balance Sheet of PARTH INDUSTRIES LIMITED, AHMEDABAD, as at 31st March, 2012 and also Profit & Loss Account and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Further to our comments in the annexure referred to above, we report that :

i) 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.

ii) In our opinion, proper books of Accounts as required by the law have been kept by the Company so far as appears from our examination of those books.

iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report, comply with the accounting standard referred to in Section 211 (3C) of the Companies Act, 1956.

v) On the basis of written representations from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

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

a) In the case of Balance Sheet of the State of Affairs of the Company as at 31st March, 2012;

b) In the case of Profit & Loss Account, of the Loss for the year ended on that date.

c) In the case of cash flow statement, of the cash flows for the year ended on that date.

Referred to in paragraph 3 our report of even date on the accounts for the year ended 31st March, 2012 of PARTH INDUSTRIES LIMITED, AHMEDABAD.

(i) (a) The company has no fixed assets therefore question of maintaining

Proper records showing full particulars including quantitative details and situation of fixed assets does not arise.

(b) As company has no Fixed Assets during the year under consideration hence question of assets physical verification by the management during the year does not arise.

(c) During the year, the company has no fixed Assets hence question of disposal off parts of any of its Fixed Assets does not arise. According to the information and explanations given to us, we are of the opinion that due to no operation during the year going concern status of the company is affected.

(ii) (a) In absence of stock of finished goods, stores & raw material question of physical verification during the year by management does not arise.

(b) In absence of stock of finished goods, stores & raw material question of physical verification and question of procedures of physical verification of stocks followed by the management does not arise.

(c) In absence of stock of finished goods, stores & raw material question maintaining proper records of inventory does not arise.

(iii)

(a) The company had not taken any secured loan during the year. But company had taken loans from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 13.25 Lacs. The company has not any granted loans and made any investments in the companies covered in the register maintained under section 301 of the Companies Act, 1956 but given Deposits to various suppliers and Govt. Authorities. The year-end balance of loans granted to such parties was Rs. 5.20 Lacs.

(b) In our opinion, the rate of interest and other terms and condition on which Loans have been taken from companies, firms and other 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. In respect of loans and advances in the nature of loans given by the Company to others, where stipulations have been made, they are generally repaying the principle amounts as stipulated and have also been regular in the payment of interest where applicable.

(c) The company is neither regular in repaying the principal amounts as stipulated and nor has been regular in the payment of interest.

(d) There is no overdue amount of loans taken from companies, firms 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, there are no activities hence question of adequate internal control procedures, commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods, does not arise. During the course of our audit in absence of activities we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, no transactions are entered hence question of making transactions, in pursuance of contracts of arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year at prices which are reasonable having regard to prevailing market prices at the relevant time, does not arise.

(vi) The company has not accepted any deposits from public, except from directors, shareholders and relatives of directors, consequently the provisions of section 58A of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules, 1985 are not applicable.

(vii) In our opinion, as pre the provisions of Companies Act internal audit system are applicable to the Company but no internal audit has been conducted in absence of activities during the year.

(viii) As per the information and explanation given to us the Central Government has not prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company have no statutory dues and Company has regularized the dues by depositing the dues with appropriate authorities undisputed statutory dues and other material statutory dues applicable to it.

(b) According to information and explanations given to us, no undisputed amount in respect of income tax, wealth tax, sale-tax, custom duty, excise duty and cess were in arrears, as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

(x) The company have accumulated losses during the year. The company ahs incurred cash losses during the financial year covered by our audit and the immediately preceding financial year also.

(xi) In our opinion and according to information and explanations given to us, the company has no repayment obligations to financial institutions, except Disputed liability of GLFL, bank or debenture holders hence question of defaulted in repayment of dues to financial institution, bank or debenture holders does not arise.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a Chit Fund, Nidhi / Mutual Benefit fund/ Societies. Therefore, the provisions of clause 4 (xiii) of the companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xiv) In our opinion, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from bank or financial institutions.

(xvi) In our opinion, and according to information and explanation given to us no term loans have raised hence the question of application for the purpose for which they were raised does not arise.

(xvii) 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. No long-term funds have been used to finance short-term assets.

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

(xix) According to the information and explanation given to us, the company has not issued any debenture during the period covered by our audit report.

(xx) During the period covered under audit the company has not made any public issued of shares.

(xxi) According to the information and explanations given to us, under misappropriation by the company has been noticed or reported during the covered by our audit report.

For, Bhadresh I. Shah

Chartered Accountants

Date: 31/07/2012

Place: Ahmedabad Sd/-

(Proprietor)

M. No. 122777

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Mar 31, 2010

1 We have audited the attached balance sheet of M/s. PARTH INDUSTRIES LIMITED as at 31st March 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3 As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of 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 above, we report that:

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

(ii) 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;

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

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

(v) On the basis of written representations received from the directors, as on 07th June 2008 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 07th June 2008 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

(a) in the case of the balance sheet, of the state of affairs of the company as at 31st March 2010;

(b) in the case of the profit and loss account, of the loss 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.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE

M/S. PARTH INDUSTRIES LIMITED

(i) (a) The company has no fixed assets hence question of maintaining proper records showing full particulars including quantitative details and situation of fixed assets does not arise.

(b) As Company has no Fixed Assets during the year under consideration hence question of assets physical verification by the management during the year does not arise

(c) During the year, the company has no fixed assets hence question of disposal off parts of any of its Fixed Assets does not arise. According to the information and explanations given to us, we are of the opinion that due to no operation during the year going concern status of the company is affected.

(ii) (a) In absence of stock of finished goods, stores, & raw material question of physical verification during the year by management doesnot arise.

(b) In absence of stock of finished goods, stores, & raw material question of physical verification and question of procedures of physical verification of stocks followed by the management does not arise.

(c) In absence of stock of finished goods, stores, & raw material question maintaining proper records of inventory does not arise

(iii) (a) (a) The company had not taken any secured loan during the year. But company had taken loans from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. The year-end balance of loans taken from such parties was Rs.13.25 lacs. The company has not any granted loans and made any Investments in the the companies covered in the register maintained under section 301 of the Companies Act, 1956 but given Deposits to various suppliers and Govt. Authorities. The year-end balance of loans granted to such parties was Rs. 5.20 Lacs.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been taken from companies, firms or other 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. In respect of loans and advances in the nature of loans given by the Company to others, where stipulations have been made, they are generally repaying the principle amounts as stipulated and have also been regular in the payment of interest where applicable.

(c) The company is neither regular in repaying the principal amounts as stipulated and nor has been regular in the payment of interest.

(d) 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, there are no activities hence question of adequate internal control procedures, commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods, does not arise During the course of our audit in absence of activities we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, no transactions are entered hence question of making transactions, in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year at prices which are reasonable having regard to prevailing market prices at the relevant time, does not arise.

(vi) The company has not accepted any deposits from public, except from directors, shareholders and relatives of direcotrs, consequently the provisions of section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules, 1985 are not applicable.

(vii) In our opinion, as per the provisions of Companies Act internal audit system are applicable to the Company but no internal audit has been conducted in absence of activities during the year.

(viii) As per the information and explanation given to us the Central Government has not prescribed for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) (a) The company have no statutory dues and Company has regularised the dues by depositing the dueswith appropriate authorities undisputed statutory dues and other material statutory dues applicable to it.

(b) According to the information and explanations given to us.No undisputed amount in respect of Income Tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

(x) The company have accumulated losses during the year. The company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has no repayment obligations to financial institutions, except Disputed liability of GLFL, bank or debenture holders hence question of defaulted in repayment of dues to financial institution, bank or debenture holders does not arise.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/Societies. 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 trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

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

(xvi) In our opinion, and according to information and explanation given to us no term loans have raised hennce the question of application for the purpose for which they were raised does not arise.

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

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act during the period covered under audit.

(xix) According to the information and explanations given to us, the company has not issued any debentures during the period covered by our audit report.

(xx) During the period covered under audit the company has not made any public issues of shares.

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