Auditor Report of Rajlaxmi Industries Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that arc reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and and 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 have taken into account the provisions of the Act, the accounting and auditing standards and matters which arc required to be included in the audit report under the provisions of the Act and the Rules made thereunder. 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 arc 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 arc 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 aeeording to the explanations given to us, the finaneial statements give the information required by the Aet in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31, 2015, its profit for the year ended on that date and the Cash Flow statement for the year.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (auditor's report) order, 2015, issued by the department of company affairs, in terms of sub section 11 of section 143 of the companies act, 2013, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

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

(e) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement, dealt with by this Report arc in agreement with the books of account

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

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

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

i. The Company docs 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 TO INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of "M/S. RAJLAXMI INDUSTRIES LIMITED" on the accounts of the company for the year ended 31st March, 2015]

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

(i) In respect of its fixed assets:

(a) The company docs not have any fixed assets.

(ii) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

(iii) In respect of loans, secured or unsecured, granted to the parties covered in register maintained under section 189 of the Companies Act 2013:

(a) According to the information and explanations given to us, Company has not granted any loans to parties covered under Section 301 of the Act.

(b) The principal amounts and interest arc being received regularly as per stipulations.

(e) As the ordinary course of business of the company is that of financing loans and advances, so there is no scenario of any overdue amount.

(iv) In our opinion and according to the information and explanations given to us, there arc adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets, financing loans & advances and Interest there upon and for the sale of goods (and /Services). During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

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

(vi) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

(vii) In respect of statutory dues:

a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b) According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, sales tax, VAT, Cess and other material statutory dues in arrears /were outstanding as

at 31 March, 2015 for a period of more than six months from the date they became payable.

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

(viii) The Company has accumulated losses at end of the financial year are less than 50% of its net worth. The company has not incurred any Cash losses during the financial year covered by our Audit and the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

(x) In our opinion, and according to the information and the explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) The company has not obtained any term loan during the year, so this Para of order is not applicable.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

For AGARWAL DESAI AND SHAH CHARTERED ACCOUNTANTS FRN: 124850W

Date: 30-05-2015 Place: Mumbai Sd/- RISHI SEKHRI PARTER MEMRERSHIP NO. 126656

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Mar 31, 2013

Report on the Financial Statements

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true & 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 & 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 of 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 risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

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

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

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

(c) in 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'') 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 the 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 accounts as required by law have been kept by the Company so far as appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS'' REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE:

1) Since the Company does not have any fixed assets, this clause is not applicable to the Company.

2) Since the Company does not have inventory, this clause is not applicable.

3) a. According to the information and explanations given to us, the Company has taken interest free unsecured loans from six parties including two Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year under review, was Rs 3,61,39,558 /- and year end balance of loan taken from such parties was Rs 76,50,000 /- . The Company has not granted any loans to parties covered under Section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us; there is no overdue amount of loans taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4) Since the Company has no manufacturing activity and no inventory during the year, the provisions of this clause is not applicable.

5) In our opinion and according the information and explanations given to us, the Company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Act.

6) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7) The Company has a system of internal audit, which in our opinion is commensurate with its size of the Company and nature of its business.

8) Since the Company has not carried on any manufacturing activity during the year, this clause is not applicable.

9) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Income tax, VAT, Excise duty, Cess and other statutory dues with the appropriate authority during the year.

According to the information and explanation given to us, there are no dues of Income tax, VAT, Excise duty and Cess which have not been deposited on account of any dispute.

10) The accumulated losses of the Company does not exceed fifty percent of its networth at the end of the financial period. The Company has incurred cash loss in the current year and preceding financial year.

11) Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

13) The provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14) In our opinion, the Company is not dealing in shares, securities, debentures and other investments.

15) According to the information and explanations given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

16) Since the Company has not taken any term loan, this clause is not applicable.

17) According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

18) According to the information and explanations given to us, the Company has made preferential allotment of shares to parties and Companies covered in the register maintained under the section 301 of the Companies Act. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

19) According to the information and explanations given to us, during the period covered by our audit, the Company has not issued any debentures.

20) During the year, the Company has not raised any money by public issue.

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

FOR JAYESHA S.SHAH & CO.

CHARTERED ACCOUNTANTS

Place: Mumbai Registration No. : 112476W

Date: 30-05-2013

JAYESHA S. SHAH

(PROPRIETOR)

Membership No: 45801

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Mar 31, 2012

We have audited the attached balance sheet of "RAJLAXMI INDUSTRIES LIMITED" as at 31st March, 2012, the Statement of Profit and Loss Account for the year ended on that date, and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 also 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.

We report as follows :

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

2 Further to our comments in the Annexure referred to in paragraph 1 above :

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

b In our opinion, proper books of accounts as required by 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 dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;



On the basis of written representations received from the Directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2012 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Company's Accounting Policies and the Notes thereto give the information required by the Companies Act 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of Balance sheet, of the state of affairs of the Company as on March 31, 2012;

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

And

iii. In the case of the Cash flow statement, of the cash flows of the Company for the year ended on that date.





ANNEXURE TO THE AUDITORS' REPORT

REFERRED TO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE:

1 Since the Company does not have any fixed assets, this clause is not applicable to the Company.

2 Since the Company does not have inventory, this clause is not applicable.

3 a. According to the information and explanations given to us, the Company has taken interest free unsecured loans from five parties including two Companies covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year under review, was Rs 3,57,91,371/- and year end balance of loan taken from such parties was Rs 3,57,91,371/-. The Company has not granted any loans to parties covered under Section 301 of the Companies Act, 1956.

b. According to the information and explanations given to us; there is no overdue amount of loans taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to purchase of inventory and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5 In our opinion and according the information and explanations given to us, the Company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Act.

6 In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7 The Company has a system of internal audit, which in our opinion is commensurate with its size of the Company and nature of its business.

8 Since the Company has not carried on any manufacturing activity during the year, this clause is not applicable.

9 According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Income tax, VAT, excise duty, cess and other statutory dues with the appropriate authority during the year.

According to the information and explanation given to us, there are no dues of, income tax, VAT, Excise duty, and cess which have not been deposited on account of any dispute.

10 The accumulated losses of the Company exceed fifty percent of its networth at the end of the financial period. The Company has incurred cash loss in the current year and preceding financial year.

11 Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

13 The provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14 In our opinion, the Company is not dealing in shares, securities, debentures and other investments.

15 According to the information and explanations given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company.

16 According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company.

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

18 According to the infomrmation and explanations given to us, during the period covered by our audit, the Company has not issued any debentures.

19 During the year, the Company has not raised any money by public issue.

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



FOR JAYESHA S. SHAH & CO.

CHARTERED ACCOUNTANTS

(Registration No. 112476W)

(JAYESHA S. SHAH) MEMBERSHIP NO. 45801

Place : Mumbai

Date: 15/06/2012

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Mar 31, 2010

We have audited the attached Balance Sheet of "RAJLAXMI INDUSTRIES LIMITED" as at 31st March 2010 , the Profit & Loss Account for the year ended on that date, and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company?s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

We report as follows:

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

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

c) The Balance Sheet , Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet , Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub- section (3C) of Section 211 of the Companies Act, 1956 ;

e) On the basis of written representations received from the Directors as on 31st March „2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2010 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act,1956;

f) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Company?s Accounting Policies and the Notes thereto give the information required by the Companies Act?1956,in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India:

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

ii) in the case of Profit & Loss account, of the Profit of the Company for the year ended on that date.

And

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

ANNEXURE TO THE AUDITORS REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE :

1 Since the Company does not have any Fixed Assets, this clause is not applicable to the Company.

2 (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c ) In our opinion, and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3 (a) According to the information and explanations given to us, the Company has taken interest free unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year under review, was Rs. 3,47,23,296/-ar-end balance of loan taken from such parties was Rs. 3,06,88,452/- The Company has not granted any loans to parties covered under Section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us; there is no overdue amount of loans taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the Company has no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The Company has a system of internal audit, which in our opinion is commensurate with its size of the Company and nature of its business.

8. Since the Company has not carried on any manufacturing activity during the year, this clause is not applicable.

9. (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Income Tax, Excise Duty, cess and other statutory dues with the appropriate authority during the year.

(b) According to the records of the Company and information and explanations given to us, the details of excise duty which have not been deposited on account of dispute are given hereunder;

Sl. Name of Statute Nature of Dues Amount Period Forum

No. Rs. which

Dispute is pending

1. The Central Excise duty 1818606/- 1998-99 CESTAT

Excise Act, 1944 (Custom Excise & Service Tax Appellate Tribunal)



10. The accumulated losses of the Company exceeds fifty percent of its net worth at the end of the financial period. The Company has not incurred cash loss either during the current year or the preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund /Societies are not applicable to the Company.

14. In our opinion, the Company is not dealing in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions, the terms and conditions whereof are prima facie prejudicial to the interest of the Company..

16. According to the information and explanations given to us and on overall examination of the balance sheet of the Company, we report that no funds raised on short term basis have been used for long term investment by the Company..

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

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

19 During the year, the Company has not raised any money by public issue.

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



FOR K.G.SHAH & CO.

CHARTERED ACCOUNTANTS.

(Registration No. 109630W)

Sd/-

(K.G.SHAH)

Place: Mumbai PROPRIETOR

(Membership No 5327)

Dated : 2nd August 2010

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Mar 31, 2009

We have audited the attached Balance Sheet of "RAJLAXMI INDUSTRIES LIMITED" as at 31st March 2009 , the Profit & Loss Account for the year ended on that date, and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

We report as follows:

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

2. Further to our comments in the Annexure referred to in paragraph 1 above:

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

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

c) The Balance Sheet , Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors as on 31st March 2009 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March 2009 from being appointed as Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

f) In our opinion, and to the best of our information and according to explanations given to us, the said accounts read together with the Companys Accounting Policies and the Notes thereto give the information required by the Companies Act1956,in the manner so required and give a true and fair view in confirmity with the accounting principles generally accepted in India:

i) in case of Balance Sheet, of the state of affairs of the Company as on March 31, 2009;

ii) in the case of Profit & Loss account, of the Loss of the Company for the year ended on that date.

And

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

ANNEXURE TO THE AUDITORS REPORT REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE :

1 Since the Company does not have any Fixed Assets, this clause is not applicable to the Company.

2 (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion, and according to the information and explanations given to us and on the basis of our examination of the records of inventor), the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

3 (a) According to the information and explanations given to us, the Company has taken interest free unsecured loans from four parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year under review, was Rs. 3.48,22,622/-ar-end balance of loan taken from such parties was Rs. 3,48,22,622/- The Company has not granted any loans to parties covered under Section 301 of the Companies Act, 1956.

(b) According to the information and explanations given to us; there is no overdue amount of loans taken from parties listed in the register maintained under section 301 of the Companies Act, 1956.

4 In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and with regard to the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and according to the information and explanations given to us, the Company has no contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act

6. In our opinion and according to the information and explanations given to us: the Company has not accepted any deposits from the public within the meaning of Section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

7. The Company has a system of internal audit, which in our opinion is commensurate with its size of the Company and nature of its business.

8. Since the Company has not carried on any manufacturing activity during the year, this clause is not applicable.

9. (a) According to the records of the Company, the Company is generally regular in depositing with the appropriate authorities undisputed statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Excise Duty, cess and other statutory dues with the appropriate authority during the year.

(b) According to the records of the Company and information and explanations given to us, the details of excise duty which have not been deposited on account of dispute are given hereunder;

SI. Name of Statute Nature of Dues Amount Period Forum No. Rs. which Dispute is pending

1. The Central Excise duty 1818606/- 1998-99 CESTAT Excise Act, 1944 (Custom Excise & Service Tax Appellate Tribunal)



10. The accumulated losses of the Company exceeds fifty percent of its net worth at the end of the financial period. The Company has not incurred cash loss during the current year however; the Company had incurred cash loss in the preceding financial year

11. Based on our audit procedures and on the basis of information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to banks.

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

13. The provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund /Societies are not applicable to the Company.

14. In our opinion, the Company is not dealing in shares, securities, debentures and other investments.

FOR K.G.SHAH & CO.

CHARTERED ACCOUNTANTS

sd/-

(KG.SHAH)

PROPRIETOR

MEMBERSHIP NO 5327

PLACE: MUMBAI

DATE : 1st August 2009