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Auditor Report of Pincon Lifestyle Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of MODI UDYOG LIMITED ("the company"),which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

g) 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 and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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

i) We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

j) An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

k) 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 31stMarch2015, its Profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015("the Order") issued by the Central Government of India in terms of sub-section (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, to the extent applicable.

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

f) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

g) The Company does not have any pending litigations which would materially impact its financial position.

i) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

Annexure referred to in paragraph 7 Our Report of even date to the members of MODI UDYOG LIMITED on the accounts of the company for the year ended 31st March, 2015

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

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

b) As explained to us, fixed assets have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification;

i. The nature of business of the Company does not require it to have any inventory. Hence, the requirement of clause (ii) of paragraph 3 of the said Order is not applicable to the Company.

ii. The company has not granted any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 189 of the Act.

iii. In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has not been noticed or reported.

iv. As informed to us, the Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

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

a) According to the information and explanations given to us and based on the records of the company examined by us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material statutory dues, as applicable, with the appropriate authorities in India ;

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

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

d) The company has accumulated losses of Rs. 28,10,129/- which is not in excess of its net worth as on 31st March,2015. The company has not incurred any cash losses during the year.

e) According to the records of the company examined by us and as per the information and explanations given to us, the company has not availed of any loans from any financial institution or banks and has not issued debentures.

f) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

g) In our opinion, and according to the information and explanations given to us, the company has not raised any term loans during the year.

h) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For Prakash Patwari & Co.

Chartered Accountants

Firm Registration No. 325639E

(Om Prakash Khajanchi)

Partner

Membership No.: 065549

Place: Kolkata

Date: 29th May 2015


Mar 31, 2014

We have audited the accompanying financial statements of MODI UDYOG LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.

Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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 31st March, 2014;

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

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

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

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

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

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

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

d) in our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

In terms of our report of even date

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 2 of our Report of even dated on the accounts of MODI UDYOG LIMITED for the year ended on 31st March, 2014.

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

(b) The fixed assets have been physically verified by the management as during the period at reasonable interval. No material discrepancies were noticed on such verification.

(c) None of the fixed assets of the company were disposed off during the year.

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

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c)The company is maintaining proper records of inventory. The discrepancies noticed on verification between book physical stock and book records were properly dealt with.

3 The Company has not granted nor taken any loan, secured or unsecured to or from Companies. Firms and other parties listed in the Register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and accordance to the information and explanation given to us, there are adequate internal control procedures, commensurate with the size of the company and nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5 On the basis of our examination of the books of accounts, we are of the opinion that the company has not entered into any transactions exceeding Rs.5,00,000/- in respect of any party during the financial year that need to be entered in the register pursuant to Section 301 of the Act.

6 The company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India, the provisions of Section 58 A and 58 AA of the Companies, Act, 1956 and the rules framed thereunder are not applicable.

7 In our opinion the Company has an Internal Audit System commensurate with the size of the Company and nature of its business.

8 According to the information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Companies, Act, 1956 in respect of the services carried out by the Company.

9 (a)According to the information and explanation given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income tax, sales tax, custom duty, investor education and protection fund, wealth tax and any other material statutory dues applicable to it.

(b)There was no undisputed dues payable in respect of Income Tax, Wealth Tax, Custom duty and cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

(c)According to the information and explanation given to us, there are no dues in respect of sales tax, income tax, custom duty, wealth tax, excise duty, and cess that have not been deposited with the appropriate authorities on account of any dispute.

10 The Company has incurred a Profit before tax of Rs. 2,65,730/- during the period under audit.

11 In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12 The Company has not granted any Loans and Advances on the basis of security by way of pledge of shares, debentures and other similar securities as explained to us.

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 has maintained proper records of the transactions and contracts of the investments dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name except to the extent of the exemption u/s 49 of the Act.

15 The company has not given any guarantee for loans taken by others from banks or financial institutions.

16 The company has not obtained any term loans. Accordingly, clause 4(xvi) of the order is not applicable.

17 On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanation given to us, we report that the Company has not utilized any funds raised on short term basis for long term investments and vice versa.

18 The company has maintained the Register maintained under section 301 of the Companies Act, 1956.

19 The Company has not issued any debentures. Accordingly, clause (xix) of the Order is not applicable.

20 The Company has not raised any money by public issues during the year. Accordingly, clause 4 (xx) of the order is not applicable.

21 According to the information and explanation given to us during the course of our audit, no fraud on or by the company has been noticed or reported during the year.

Place: Kolkata For Prakash Patwari & Co. Chartered Accountants Date: 28.05.2014 FRN 325639E

Sd/- (Om Prakash Khajanchi) Partner M. No. 065549


Mar 31, 2013

We have audited the accompanying financial statements of MODI UDYOG LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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:

Place: Kolkata For L.N. Todi & Co. Date: 20.04.2013 Chartered Accountants FRN 32565

(Murli Lahbti) Partner M. No. 056689


Mar 31, 2012

1. We have audited the attached Balance Sheet of M/S. MODI UDYOG LIMITED as at 31st March 2012 and the Statement of Profit and Loss of the said company for the year ended on that date, both annexed hereto. 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 have conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (the 'Order'), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of The Companies Act, 1956 of India (the 'Act') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give 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 report that:

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

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

c. The Balance Sheet and statement of Profit & Loss dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Statement of Profit & Loss 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 the written representations received from the directors, as on 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. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2012 and

ii) In the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORTS

[Referred to in the paragraph 3 of the Auditors' Report of even date to the members of MODI UDYOG PRIVATE LIMITED on the financial statements for the period ended 31st March, 2012]

I.

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

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off any major part of the fixed assets.

The Company is a service company and accordingly did not have any inventories during the period under audit, therefore the clause (ii) of Paragraph 4 of the Order are not applicable to the Company.

III.

a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly the clauses (iii) (b) to (iii) (d) of Paragraph 4 of the Order are not applicable to the Company for the current period.

b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly the clauses (iii) (e) to (m) (g) of Paragraph 4 of the Order are not applicable to the Company for the current period.

IV. In our opinion and according to the information and explanations gives to us, there are adequate internal procedures commensurate with the size of the Company and the nature of its business with regard to purchases and sale of services. During the course of our audit, we have not observed any major weakness in internal controls.

information and explanations given to us there was no contracts or arrangements, which was required to be entered in the registered maintained under section 301 oftheAct, 1956.

VI. According to the information and explanations given to us, the Company has not accepted deposits from the public.

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

VIil. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub section (1) of section 209 of the Companies Act.

IX.

a) As per information provided to us, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities. There are no arrears of statutory dues outstanding for more than six months as on 31st March, 2012

b) There is no amount in respect of income tax, sales tax, service tax, wealth tax, excise duty, cess, which has not been deposited on account of any dispute.

x. the Company has accumulated losses at the end of the year. The Company has suffered cash losses in

the current financial year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution, bank or debenture holders.

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

XIII. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

XIV. We have broadly reviewed the books of accounts and records maintained by the Company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name except to the extent exempted under section 49 of the Act.

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

XVI. To the best of our knowledge and belief and according to the information and explanations given to us, the Company has not obtained any term loans and hence the question of application of loan for the purpose for which the loans were obtained does not arise.

XVII To the best of our knowledge and belief and according to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investment.

XVIII. The Company has not made preferential allotment of shares to a company covered in the reqister maintained under section 301 of the Act

XIX. According to the information and explanation given to us, the Company has not issued any debentures during the period covered by our audit report.

XX. During the period covered by our audit report the Company has not raised any money by public issue.

XXI. During the course of 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 explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the period, nor have we been informed of such case by the management.

For L.N.Todi & Co Chartered Accountants No. 325657

(Murli Lahoti) partner Place: Kolkata Membership no 056687 Date: 13/08/2012


Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S, MODI UDYOG LIMITED as at 31st March 2011 and the Profit and Loss Account of the said company for the period ended on that date, both annexed hereto. 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 have conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 (the ''Order"), issued by the Central Government of India in terms of sub-section (4A) of Section 227 of ''The Companies Act, 1956 of India (the ''Act'') and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give 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 report that:

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

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

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

d. In our opinion, the Balance Sheet and Profit & 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 the written representations received from the directors, as on 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. In our opinion and to the best of our information and according to explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2011 and

ii) In the case of the Profit and Loss Account, of the Loss of the Company for the period ended on that date.

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

(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

(c) During the year, the Company has not disposed off any major part of the fixed assets.

II. The Company is a service company and accordingly did not have any inventories during the period under audit, therefore the clause (ii) of Paragraph 4 of the Order are not applicable to the Company.

III.

a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties of the register maintained under action 301 of the Act. Accordingly the clauses fiii) (b) to (in) (d) of Paragraph 4 of the Order are not applicable to the Company for the current period.

b) The Company has not taken any loans, secured or unsecured from companies firms or other Paragraph In the register maintained under section 301 of the Act. Accordingly the clauses (iii) (e) to (in) (g) of Paragraph 4 of the Order are not applicable to the Company for the current period.

IV. In our opinion and according to the information and explanations gives to us, there are adequate internal procedures commensurate with the size of the Company and the nature of its business with reqard to purchases and sale of services. During the course of our audit, we have not observed any maior weakness in internal controls. y J

V. As per information and explanations given to us there was no contracts or arrangements which was required to be entered in the registered maintained under section 301 of the Act, 1956.

VI. According to the information and explanations given to us, the Company has not accepted deposits from trie public. r

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

VIII. According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Govt, under clause (d) of sub section (1) of section 209 of the Companies Act.

IX.

a) As per information provided to us, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities. There are no arrears of statutory dues outstandinq for more than six months as on 31st March, 2011

b) There is no amount in respect of income tax, sales tax, service tax, wealth tax, excise duty cess which has not been deposited on account of any dispute.

X. The Company has accumulated losses at the end of the year. The Company has suffered cash losses in the current financial year and in the immediately preceding financial year.

XI. According to the records of the Company examined by us and the information and explanations given to us the Company has not defaulted in repayment director financial institution, bank or debenture holders.

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

XIII. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the Company.

XIV. We have broadly reviewed the books of accounts and records maintained by the Company and state that prima-facie, proper records have been maintained of the transactions and contracts relating to purchase of investments and timely entries have been made therein. All the investments have been held by the Company in its own name except to the extent exempted under section 49 of the Act.

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

XVI. To the best of our knowledge and belief and according to the information and explanations given to us the Company has not obtained any term loans and hence the question of application of loan for the purpose for which the loans were obtained does not arise.

XVII. To the best of our knowledge and belief and according to the information and explanations given to us no funds raised on short-term basis have been used for long-term investment.

XVIII. The Company has not made preferential allotment of shares to a company covered in the reaister maintained under section 301 of the Act. ieaibier

XIX. According to the information and explanation given to us, the Company has not issued any debentures during the period covered by our audit report.

XX. During the period covered by our audit report the Company has not raised any money by public issue.

XXI. During the course of 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 explanation given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the period, nor have we been informed of such case by the management

For L N Todi & Co Chartered Accountants Firm Registration No 325657

Murili Lahoti Place: Kolkotha Partner Date : 01.09.2011 Mermbership No 056687

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