Auditor Report of Raja Bahadur International Ltd.

Mar 31, 2018

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the standalone financial statements of RAJA BAHADUR INTERNATIONAL LIMITED, (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (Including other comprehensive income), Cash Flow statement and a summary of the significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors are responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 ofthe Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud and error.

AUDITORS’ RESPONSIBILITY

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 there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical 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 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. 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

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2018; and

(b) In the case of the Statement of Profit and Loss, of the loss of the Company for the year ended on that date;

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

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

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

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination ofthose 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 standalone financial statements comply with the Indian 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 representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) ofthe Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us.

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

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

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

ANNEXURE-A REFERRED TO IN INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RAJA BAHADUR INTERNATIONAL LIMITED ON THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2018

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:

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation offixed assets on the basis ofavailable information.

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

(c) According to the information and explanation given to us and the title deeds and other records examined by us, we report that the title deeds in respect of all immovable properties have been disclosed as fixed assets in the financial statements and it is held in the Company’s name as at the balance-sheet date.

ii. The inventory of the Company represents construction in progress of real estate property which includes land and development related costs, consumption of material and labour costs, legal and professional fees and other incidental costs. The company does not hold any other physical inventory. Hence the paragraph 3(ii) of the order is not applicable to the company.

iii. The Company has not granted loan to parties covered in the register maintained under section 189 of the Companies Act, 2013, hence paragraph 3(iii) (a), (b) and (c) of the order is not applicable to the company.

iv. In our opinion and according to the information and explanation given to us, the company has not given any loan, made investment, given any guarantee, provided any security under Provision of the Section 185 and 186 of the Companies Act, 2013 is not applicable. Hence paragraph 3(iv) is not applicable to the company.

v. In our opinion, and according to the information and explanation given to us, the Company has not accepted deposits as per the directives issued by the Reserve Bank of India under the provisions of section 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3(v) of the order is not applicable to the Company.

vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any activity carried out by the Company. Accordingly, paragraph 3(vi) of the order is not applicable to the Company.

vii. (a) According to the information and explanation given to us and on the basis of 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.

(b) According to the information and explanations given to us, there are no material dues of 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 on account of any dispute.

viii. The Company has not defaulted in repayment of loan or borrowing from any financial institution, banks, government or debenture holder during the year. Accordingly, paragraph 3(viii) of the order is not applicable to the Company.

ix. The Company has raised money by way of term loan during the year. In our opinion and as per the explanations given to us, the same were applied for the purpose for which they were raised.

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

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

xii. In Our opinion and according to the information and explanation given to us, the Company is not a Nidhi company. Accordingly paragraph 3(xii) ofthe order is not applicable to the Company.

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

xiv. According to the information and explanation given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly paragraph 3(xiv) of the order is not applicable to the Company.

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

xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly paragraph 3(xvi) of the prder is not applicable to the Company.

ANNEXURE-B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the Members of Raja Bahadur International Limited of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of RAJA BAHADUR INTERNATIONAL LIMITED (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required underthe CompaniesAct, 2013.

AUDITOR’S RESPONSIBILITY

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued bythe Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

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

OPINION

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For JAIN P.C. & ASSOCIATES

Chartered Accountants

KARAN R. RANKA

Partner

Place: Mumbai MemNo.136171

Date : 17th May, 2018 Firm Reg. No. 126313W

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Mar 31, 2015

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Raja Bahadur International 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

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 that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

We have taken in to account the provisions of the Act, the accounting and Auditing Standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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.

An audit involves performing procedure 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 statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of 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.

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

4. Without qualifying our opinion we draw attention to Note number 24(1) of the financial statement regarding change in the accounting policy of the Company.

5. In our opinion and to the best of our information and according to the explanations given to us,the said accounts read with notes thereon, 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:

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

ii) in the case of the Statement of Profit and Loss, of the profitfor the year ended on that date; and

iii) in the case of the Statement of Cash flow, for the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

6. 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, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

i) 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;

ii) 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;

iii) the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

iv) 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;

v) on the basis of written representations received from the directors as on 31 March 2015 and taken on records by the Board of Directors, none of the directors are disqualified as on 31 March 2015 from being appointed as a director in terms of section 164(2) of the Act;

8. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us;

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

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

iii) There has been no delay in transferring the amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE SHAREHOLDERS OF RAJA BAHADUR INTERNATIONAL LIMITED

(Referred to in paragraph 7 under Report on Other Legal and Regulatory Requirements)

As required by the Companies (Auditor''s Report) Order, 2015, issued by the Central Government in terms of sub section (11) of section 143 of the Act, and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that :-

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

b. The fixed assets were physically verified by the management during the year as per the program under which all the fixed assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

2. a. Inventories have been physically verified by the management during the year at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. The Company has maintained proper records of inventory. The discrepancies between the physical inventory and the book records noticed on physical verification were not material and have been properly dealt with in the books of account.

3. The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under Section 189 of the Act.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. The Company has not accepted any deposits from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Act and Rules framed thereunder.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under sub section (1) of sec 148 of the Act, and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of such records.

7. a. According to the information and explanations given to us by the management and on the basis of examination of the books of accounts carried out by us, the Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory outstanding as at 31 March 2015for a period of more than six months from the date they became payable.

b. According to the information and explanations given to us by management and the records of the Company examined by us, there were no disputed dues in respect of Income-tax, Sales-tax, Wealth-tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax and Cess which have not been deposited as at 31 March 2015.

c. According to the information and explanations given to us by the management and the records of the Company examined by us, the amounts required to be transferred to the Investors Education and Protection Fund by the Company in accordance with the relevant provisions of the Act and the rules made thereunder has been transferred to such fund within time.

8. The Company has no accumulated losses as at 31 March 2015 and has not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks and financial institutions during the year. The Company has not issued any debentures.

10. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others.

11. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

12. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For J. K. Doshi & Co. Chartered Accountants Firm Registration No. 102720W

Sujay R. Sheth Partner FCA 100231 Mumbai:

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Mar 31, 2014

REPORT ON THE FINANCIAL STATEMENTS

1. We have audited the accompanying financial statements of Raja Bahadur International Limited ("the Company") as at 31st March 2014, together with the Statement of Profit and Loss of the Company for the year ended on that date, and the Statement of Cash flows for the year ended on that date, annexed thereto.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

OPINION

4. Without qualifying our opinion we draw attention to Note number 25(l) of the financial statement regarding change in the accounting policy of the Company.

5. The balances of Receivables, Advances and Accounts Payable/Liabilities are subject to confirmations from parties, (as detailed in Note 6 - Schedule 14 Notes to Accounts)

6. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the notes thereon, and subject to aforesaid, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2014; and

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

iii) in the case of the Statement of Cash flow, for the cash flows for the year ended on that date. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

8. 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 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 the 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 the Statement of Profit and Loss dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Act.

e) Relying solely on the basis of the representations received from the Directors, as on 31st March 2014 which were taken on record in the Board Meeting of the Company dated 29th May 2014, we report that none of the Directors are prima facie disqualified as on 31st March 2014 from being appointed as a director in terms of Section 274 (1)(g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT OF EVEN DATE TO THE SHAREHOLDERS OF RAJA BAHADUR INTERNATIONAL LIMITED

(Referred to in paragraph 3 thereof)

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that:-

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

(b) The fixed assets were physically verified by the management during the year as per the program under which all the Fixed Assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets so as to affect the going concern status of the Company.

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

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is in the process of updating records of inventory, and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been usually properly dealt with in the books of account.

3. (a) The Company has taken loan from the Director covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.510 lakhs and the year-end balance of such loans was Rs. 510 lakhs.

(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.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) In our opinion and according to the information and explanation given to us, the Company has entered into such aforesaid transactions with certain parties aggregating in value during the year to more than five lakh rupees in respect of each party, at prices which were reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or materials have been made with other parties.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of sections 58A and 58AA of the Act. Accordingly, clause 4 (vi) of the Order is not applicable.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm appointed by the management is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However we have not carried out a detailed examination of such records.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Customs Duty, Excise Duty, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31st March 2014, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by Management and the records of the Company, examined by us, there are no disputed dues in respect of Sales-tax/ Income-tax/ Custom Duty / Wealth Tax / Excise Duty / Cess, which have not been deposited as at 31st March 2014 on account of disputes.

10. The Company does not have any accumulated losses at the end of the financial year. However, it has incurred cash losses in the financial year under review and has also incurred cash loss in the immediately preceding financial year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. As per the books and records of the Company examined by us and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly, clause 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others.

16. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on the basis of our review of utilization of funds on an overall basis, in our opinion no funds raised on short-term basis have been utilized for long- term purposes.

18. 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 year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

ForJ. K. Doshi&Co.

Chartered Accountants

Firm Registration No. 102720W

Sujay R. Sheth Partner

FCA 100231

Mumbai: 29.05.2014

---

Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Raja Bahadur International Limited (''the Company1) which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and Cash Flow Statement for the year 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 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.

AUDITOR''S 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 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 the Management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, subject to Note 25(IV) of the Financial Statements, regarding the balance of accounts payable and liabilities for expenses are subject to confirmations from parties, the said accounts read with the Notes to Accounts give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

(b) in the case of the Statement of Profit and Loss, 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. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 (''the Order''), as amended by ''the Companies (Auditor''s Report) (Amendment) Order, 2004'' 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 said 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 Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

e) Relying solely on the basis of representations received from the directors as on 31 March 2013, which were taken on record in the Board Meeting of the Company dated 30 May 2013, we report that none of the directors are prima facie disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;

f) The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of Construction of building and other related activities. However, we have not made detailed examination of the records since the Company is under the process of updating the records.

As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

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

(b) The fixed assets were physically verified by the management during the year as per the program under which all the Fixed Assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off substantial part of its fixed assets so as to affect the going concern status of the Company.

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

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is in the process of updating records of inventory, and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been usually properly dealt with in the books of account.

3. (a) The Company has taken loan from the Director covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was ^250 lakhs and the year-end balance of such loans was Rs. 150 lakhs.

(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.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) In our opinion and according to the information and explanation given to us, the Company has entered into such aforesaid transactions with certain parties aggregating in value during the year to more than five lakh rupees in respect of each party, at prices which were reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or materials have been made with other parties.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of sections 58A and 58AA of the Act. Accordingly, clause 4 (vi) of the Order is not applicable.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of Construction of building and other related activities. However, we have not made detailed examination of the records since the Company is under the process of updating the records^

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth-tax, Customs Duty, Excise Duty, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31st March 2013, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by Management and the records of the Company, examined by us, there are no disputed dues in respect of Sales-tax / Income-tax / Custom Duty / Wealth Tax / Excise Duty/Cess, which have not been deposited as at 31st March 2013 on account of disputes.

10. The Company does not have any accumulated losses at the end of the financial year. However, it has incurred cash losses in the financial year under review.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. As per the books and records of the Company examined by us and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly, clause 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others.

16. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on the basis of our review of utilization of funds on an overall basis, in our opinion funds raised on short-term basis have not been used for long- term purposes.

18. 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 year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For J. K. Doshi & Co.

Chartered Accountants

Firm Registration No. 102720W

Sujay R. Sheth

Partner

FCA 100231

Mumbai: 30th May, 2013

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of Raja Bahadur International Limited ( the Company ) as at 31st March 2012, together with the Statement of Profit and Loss of the Company for the year ended on that date, and the Statement of Cash flows 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 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 ( the Order ), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ( the Act ), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Without qualifying our opinion we draw attention to Note number 25(l) of the financial statement regarding change in the accounting policy of the Company.

5. 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 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 the 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 the Statement of Profit and Loss dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Act.

e) Relying solely on the basis of the representations received from the Directors, as on 31 March 2012 which were taken on record in the Board Meeting of the Company dated 28 August 2012, we report

that none of the Directors are prima facie disqualified as on 31 March 2012 from being appointed as a director in terms of Section 274 (1)(g) of the Act.

f) The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of Construction of building and other related activities. However, we have not made detailed examination of the records since the Company is under the process of compiling the records.

g) The balances of Receivables, Advances and Accounts Payable/Liabilities are subject to confirmations from parties, (as detailed in Note 6 - Schedule 14 Notes to Accounts)

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

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

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

iii) in the case of the Statement of Cash flow, for the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE TO THE SHAREHOLDERS OF RAJA BAHADUR INTERNATIONAL LIMITED

(Referred to in paragraph 3 thereof)

As required by the Companies (Auditor's Report) Order, 2003 ( the Order ), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ( the Act ), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that: -

1. (a) The Company has maintained records showing full particulars, including quantitative details and

situation of its fixed assets.

(b) The fixed assets were physically verified by the management during the year as per the program under which all the Fixed Assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets so as to affect the going concern status of the Company.

2. (a) Inventories have been physically verified by the management during the year at reasonable

intervals. In our opinion the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is in the process of updating records of inventory, and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been usually properly dealt with in the books of account.

3. (a) The Company has taken loan from the Director covered in the register maintained under section 301

of the Companies Act, 1956. The maximum amount outstanding during the year was Rs -100 lakhs and the year-end balance of such loans was Rs - 50 lakhs.

(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.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

5. (a) On the basis of our examination of the books of account and according to the information and

explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) In our opinion and according to the information and explanation given to us, the Company has entered into such aforesaid transactions with certain parties aggregating in value during the year to more than five lakh rupees in respect of each party, at prices which were reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or materials have been made with other parties.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of sections 58A and 58AA of the Act. Accordingly, clause 4 (vi) of the Order is not applicable.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of Construction of building and other related activities. However, we have not made detailed examination of the records since the Company is under the process of compiling the records.

9. (a) According to the information and explanations given to us by Management and on the basis of the

examination of the books of account carried out by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Customs Duty, Excise Duty, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31st March, 2012, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by Management and the records of the Company, examined by us, there are no disputed dues in respect of Sales-tax/ Income-tax/ Custom Duty/ Wealth Tax/ Excise Duty/Cess, which have not been deposited as at 31st March, 2012 on account of disputes.

10. The Company does not have any accumulated losses at the end of the financial year. However, it has incurred cash losses in the financial year under review. (No cash losses were incurred in the immediately preceding financial year.)

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. As per the books and records of the Company examined by us and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly, clause 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others.

16. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on the basis of our review of utilization of funds on an overall basis, in our opinion funds raised on short-term basis have been utilized for long-term purposes.

18. 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 year.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by public issue during the year.

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year. For J. K. Doshi & Co.

Chartered Accountants Firm Registration No. 102720W

Sujay R. Sheth

Partner

FCA 100231

Mumbai: 28th August, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Raja Bahadur International Limited ("the Company") as at 31 March 2011, together with the Profit and Loss Account of the Company for the year ended on that date, and the Statement of Cash flows 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 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 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we 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 the Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Act.

e) Relying solely on the basis of the representations received from the Directors, as on 31 March 2011 which were taken on record in the Board Meeting of the Company dated 5 May 2011, we report that none of the Directors are prima facie disqualified as on 31 March 2011 from being appointed as a director in terms of Section 274 (1)(g) of the Act.

f) Provision for Current Taxation of Rs.51,10,000 is made on the basis of a legal opinion, obtained by the Management (as detailed in Note 3 - Schedule 14 - Notes to Accounts)

g) The balances of Receivables, Advances and Accounts Payable/Liabilities are subject to confirmations from parties, (as detailed in Note 6 - Schedule 14 - Notes to Accounts )

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

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

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

iii) in the case of the Statement of Cash flow, for the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE TO THE SHAREHOLDERS OF RAJA BAHADUR INTERNATIONAL LIMITED (Referred to in paragraph 3 thereof)

As required by the Companies (Auditor's Report) Order, 2003 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that :-

1. (a) The Company has maintained records showing full particulars, including quantitative details and

situation of its fixed assets.

(b) The fixed assets were physically verified by the management during the year as per the program under which all the Fixed Assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets so as to affect the going concern status of the Company.

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

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is in the process of updating records of inventory, and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been usually properly dealt with in the books of account.

3. (a) As per the information available, the Company has not taken or granted loans, secured or unsecured to companies or firms or other parties covered in the register maintained under Section 301 of the Act.

(b) There are no loans or interest overdue to Companies, firms or other parties listed in the register maintained under section 301 of the Act.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods;

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) In our opinion and according to the information and explanation given to us, the Company has entered into such aforesaid transactions with certain parties aggregating in value during the year to more than five lakh rupees in respect of each party, at prices which were reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or materials have been made with other parties.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of sections 58A and 58AA of the Act. Accordingly, clause 4 (vi) of the Order is not applicable.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm appointed by the management is commensurate with the size of the Company and the nature of its business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Act, for any of the products of the Company.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Customs Duty, Excise Duty, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31 March 2011, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by Management and the records of the Company, examined by us, there are no disputed dues in respect of Sales-tax/ Income-tax/ Custom Duty/ Wealth Tax/ Excise Duty/Cess, which have not been deposited as at 31st March 2011 on account of disputes.

10. The Company has no accumulated losses at the end of the financial year, and has not incurred cash losses in the current year or in the immediately preceding year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. As per the books and records of the Company examined by us and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly, clause 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others. Accordingly, clause 4 (xv) of the Order is not applicable.

16. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained

17. According to the information and explanation given to us and on the basis of our review of utilization of funds on an overall basis, in our opinion funds raised on long-term basis have not been utilized for short- term purposes as at 31 March 2011. However, funds raised on short-term basis have been utilized for long-term purposes.

18. 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 year. Accordingly, clause 4 (xviii) of the Order is not applicable.

19. The Company has not issued any debentures during the year. Accordingly, clause 4 (xix) of the Order is not applicable.

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

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For J. K. DOSHI & CO.

Chartered Accountants Firm Registration No. 102720W

SUJAY R. SHETH

Partner FCA 100231

MUMBAI : 09th August, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Raja Bahadur International Limited ("the Company") as at 31 March 2010, together with the Profit and Loss Account of the Company for the year ended on that date, and the Statement of Cash flows 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 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 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph (3) above, we 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 the Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report are in compliance with the accounting standards referred to in Section 211 (3C) of the Act.

e) Relying solely on the basis of the representations received from the Directors, as on 31st March 2010, which were taken on record in the Board Meeting of the Company dated 31st May 2010, we report that none of the Directors are prima facie disqualified as on 31st March 2010 from being appointed as a director in terms of Section 274 (1)(g) of the Act.

f) The balances of Receivables, Advances and Accounts Payable/Liabilities are subject to confirmations from parties. (Note 7 - Schedule 14)

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

i) in the case of the Balance Sheet, of the state of the affairs of the Company as at 31st March 2010

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

iii) in the case of the Statement of Cash flow, for the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE TO THE SHAREHOLDERS OF RAJA BAHADUR INTERNATIONAL LIMITED

( Referred to in paragraph 3 thereof )

As required by the Companies (Auditors Report) Order, 2003 ("the Order"), issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956 ("the Act"), and on the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of the audit, we further report that :-

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

(b) The fixed assets were physically verified by the management during the year as per the program under which all the Fixed Assets of the Company are verified in a phased manner. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) During the year, the Company has not disposed off a substantial part of its fixed assets so as to affect the going concern status of the Company.

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

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is in the process of updating records of inventory, and the discrepancies between the physical inventory and the book records noticed on physical verification as mentioned in paragraph 2 (a) above were not material and have been usually properly dealt with in the books of account.

3. (a) As per the information available, the Company has not granted loans, secured or unsecured to companies or firms or other parties covered in the register maintained under Section 301 of the Act. As per the information and explanations given to us, the Company has taken an unsecured loan, from a company covered in the register maintained under section 301 of the Act.

(b) In our opinion, and as per the information available, 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 Act are not, prima facie, prejudicial to the interest of the Company.

(c) The re-payment of principal amount, in the case of the above-mentioned are regular and as stipulated

(d) There are no loans or interest overdue to Companies, firms or other parties listed in the register maintained under section 301 of the Act.

4. In our opinion, the internal control procedures of the Company are being updated and improved to make them commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods;

5. (a) On the basis of our examination of the books of account and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register in pursuance of Section 301 of the Act have been so entered in the said register.

(b) In our opinion and according to the information and explanation given to us, the Company has entered into such aforesaid transactions with certain parties aggregating in value during the year to more than five lakh rupees in respect of each party, at prices which were reasonable having regard to prevailing market prices for such goods, materials or services or the prices at which transactions for similar goods or materials have been made with other parties.

6. The Company has not accepted any deposits from the public within the meaning of the provisions of sections 58A and 58AA of the Act. Accordingly, clause 4 (vi) of the Order is not applicable.

7. On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by a firm appointed by the management is commensurate with the size of the Company and the nature of its business.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Act, for any of the products of the Company.

9. (a) According to the information and explanations given to us by Management and on the basis of the examination of the books of account carried out by us, the Company has been not always been regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Customs Duty, Excise Duty, Cess and other statutory dues, as applicable, with the appropriate authorities. There were no undisputed arrears of statutory dues outstanding as at 31 March 2010, for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us by Management and the records of the Company, examined by us, there are no disputed dues in respect of Salestax / Income-tax / Custom Duty / Wealth Tax / Excise Duty / Cess, which have not been deposited as at 31st March 2010 on account of disputes.

10. The Company has no accumulated losses at the end of the financial year, and has not incurred cash losses in the current year or in the immediately preceding year.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to banks and financial institutions during the year.

12. As per the books and records of the Company examined by us and the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or nidhi / mutual benefit fund / society. Accordingly, clause 4 (xiii) of the Order is not applicable.

14. The Company has not dealt or traded in shares, securities, debentures or other investments during the year. Accordingly, clause 4 (xiv) of the Order is not applicable.

15. According to the information and explanations given to us, the Company has not given guarantees for loans taken by others. Accordingly, clause 4 (xv) of the Order is not applicable.

16. On the basis of our review of utilization of funds pertaining to term loans on an overall basis and related information and explanations as made available to us, the term loans taken by the Company have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on the basis of our review of utilization of funds on an overall basis, in our opinion funds raised on long-term basis have not been used for short- term investment as at 31 March 2010. However, funds raised on shortterm basis have been used for long-term investments.

18. 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 year. Accordingly, clause 4 (xviii) of the Order is not applicable.

19. The Company has not issued any debentures during the year. Accordingly, clause 4 (xix) of the Order is not applicable.

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

21. During the course of our examination of the books of account carried out in accordance with the generally accepted auditing practices in India, and the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For J. K. DOSHI & CO.

Chartered Accountants

Firm Registration No. 102720W

SUJAY R. SHETH Partner

FCA 100231

MUMBAI :

31st May, 2010