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Auditor Report of Rahul Merchandising Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Asahi India Glass Limited ("the Company"), 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.

Managements'' 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about 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 auditors'' 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 auditors consider internal controls 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. 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 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 Statement of Profit and Loss, of the profit for the year ended on that date;

c. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e) 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;

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.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT (Referred to in Paragraph (1) of our Report of even date)

I. In view of the fact that premises, records, fixed assets and stocks remained sealed by the official liquidator during the year. there is no comment to offer in respect of sub-paragraph (ia), (ib), (ic), (iia), (iib), (iic), (iv), (vii) and (viii) of paragraph (4) of the Companies (Auditor''s Report) Order, 2003.

2 a) The company has not granted any loans, secured or unsecured ,during the year to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 as per information and explanations given to us Consequently paras 4(iii)(b), (iii)(c) and (iii)(d) of the order are not applicable to the company.

2 b) i) 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 Companies Act, 1956 except interest free loans from two directors and six relatives of directors .The maximum amount involved during the year was Rs. 597.33lakhs and Rs 597.33 lakhs was outstanding at the year end.

ii) In our opinion the term and conditions of the above loans taken are not prima-facie prejudicial to the interest of the company.

iii) As informed to us, there is no stipulation for re-payment of loans, Hence we are unable to offer our comments on the same.

3. a) In our opinion, and according to the information and explanations given to us, the transactions that needed to be entered in 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, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Companies Act 1956 and aggregating during the year to Rupees five lacs or more in respect of any party.

4. The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act 1956 and Rules framed there under.

5. a) According to the information and explanations given to us and the records of the company examined by us, the provision of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess & Service Tax are not applicable to the company. b) There are no dues in respect of sale tax, wealth tax , service tax custom duty, Excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

6. The company has accumulated losses of more than fifty percent of its networth as at 31st March 2014. The company has not incurred cash losses during the current financial year but in the immediately preceding financial year.

7. According to the records of the Company examined by us and the information and explanations given to us, the company has neither taken loan or credit facility from any financial institution or bank nor issued any Debentures.

8. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

9. The provisions of special statutes applicable to Chit fund, Nidhi or mutual benefit fund/ Society are not applicable to the company.

10. According to the information and explanations given to us , the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4 (xiv) of the order is not applicable.

II. As informed to us, the company has not given any guarantee during the year for loans taken by others from banks or financial institutions.

12. The Company has not taken any term loan during the year.

13. According to the information and explanations given to us, no funds raised on short-term basis have been used for long-term investments.

14. According to the information and explanations given to us, no preferential allotment of shares has been made by the Company to companies, firms or other parties listed in the Register maintained under section 301 of the companies Act, 1956

15. The company has not issued any debentures. Hence the requirements of clause (xix) of paragraph 4 of the Order is not applicable to the company.

16. The company has not raised any money by way of public issue.

17. 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 not come across any instance of fraud on or by the company nor have we been informed by the management of any such instance being noticed or reported during the year.

For Jagdish Sapra& Co. Chartered Accountants (Firm Registration No. 001378N)

Sd/- Place : New Delhi CA Vipal Kalra Dated : 28/05/2014 Partner Membership No. 084583