Auditor Report of Relson India Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of RELSON INDIA LIMITED as at 31st March, 2014 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards 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 mis-statement.

An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that 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 said accounts together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and REgulatory Requirements

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

Further and subject to our comments in the Annexure referred to in paragraph above, we report that:

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

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

c) The Balance Sheet and 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 and Profit and 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 the written representations received from the directors, as on 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2014 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014 OF RELSON INDIA LIMITED

(Referred to in paragraph 1 thereof)

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular programme of periodic verification in a phased manner, which in our opinion, is reasonable having regard to the size of the company and nature of fixed assets. No Material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. (a) The nature of business of company does not require it to hold inventory, and hence this clause is not applicable to the company.

3. (a) According to the information and explanation given to us, the company has not granted any loans covered in the register maintained under section 301 of the Companies Act, 1956.

(b) There is no amount overdue for more than rupees one lakh, since no loans have been granted.

(c) The Company has taken interest free Unsecured loan from one party covered in the registered maintained under section 301 of the companies Act, 1956, The maximum amount involved during the year was Rs. 17,44,879/- and the year-end balance was Rs. 17,44,879/-.

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

5. According to the information and explanations given to us, there were no contracts or arrangements entered into Section 301 of the Companies Act, 1956 which were required to be entered in the register maintained under that section.

6. According to the Information and explanation given to us, the Company has not accepted any deposits during the year from public within the meaning of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder.

7. In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its Business.

8. The Central Government has not prescribed maintenance of cost records under sub-section (1)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. According to the information and explanation given to us in respect of statutory dues:

a) As explained to us, the statutory dues of the Company comprises of Income Tax, Sales tax, Wealth Tax and Professional Tax. According to the information and explanations given to us, and verification of records of the Company, we are of the opinion that the Company is generally regular in depositing these statutory dues with appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2014 except professional tax of Rs. 34,810.00/- and service tax payable Rs. 2089/- outstanding for a period more than six months from the date they become payable.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year.

11. Based on our audit procedures and as per the information and explanations given by the management. The Company does not have any borrowings from Banks, financial institution or by way of debentures.

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

13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (viii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company except to the extent of exemption; if any, granted under section 49 of the Act.

15. According to the information and explanations given to us, the Company has not given guarantee for loan taken by others from bank or financial institutions.

16. The Company has not raised funds/Loans during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties or Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For AVS & CO. Chartered Accountants

Sanjay Minda Partner Place: Mumbai Membership No.: 046535 Date: 29.05.2014 Reg. NO. 113109W

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Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of RELSON INDIA LIMITED as at 31st March, 2013 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date.

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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards 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 mis-statement.

An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that 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, they said accounts together with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India

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

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

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

Report on Other Legal and Regulatory Requirements

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

Further to our comments in the Annexure referred to above, we report that:

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

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

c) The Balance Sheet and 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 and Profit and 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 the written representations received from the directors, as on 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2013 from being appointed as director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular programme of periodic verification in a phased manner, which in our opinion, is reasonable having regard to the size of the company and nature of fixed assets. No Material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. (a) The procedures of verification followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(b) The Company is maintaining proper records of Inventory.

3. (b) According to the information and explanation given to us, the company has not granted any

loans covered in the register maintained under section 301 of the Companies Act, 1956

(b) There is no amount overdue for more than rupees one lakh, since no loans have been granted.

(c) The Company has taken interest free Unsecured loan from one party covered in the registered maintained under section 301 of the companies Act, 1956, The maximum amount involved during the year was Rs.16,54,658.18 and the year-end balance was

Rs.16,54,658.18.

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

5. According to the information and explanations given to us, there were no contracts or arrangements entered into Section 301 of the Companies Act, 1956 which were required to be entered in the register maintained under that section.

6. According to the Information and explanation given to us, the Company has not accepted any deposits during the year from public within the meaning of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder.

7. In our opinion, the company has an adequate internal audit system commensurate with the size and nature of its Business.

8. The Central Government has not prescribed maintenance of cost records under sub-section (l)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. According to the information and explanation given to us in respect of statutory dues:

a) As explained to us, the statutory dues of the Company comprises of Income Tax, Sales tax, Wealth Tax and Professional Tax. According to the information and explanations given to us, and verification of records of the Company, we are of the opinion that the Company is generally regular in depositing these statutory dues with appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2013 except professional tax of Rs. 34,810/- and'' tax deducted at source on contractor of Rs.1,177/- service tax payable Rs.2089/- outstanding for a period more than six months from the date they become payable.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year

11. Based on our audit procedures and as per the information and explanations given by the management. The Company does not have any borrowings from Banks, financial institution or by way of debentures.

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

13. In our opinion the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4 (viii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company except to the extent of exemption ; if any, granted under section 49 of the Act.

15. According to the information and explanations given to us, the Company has not given guarantee for loan taken by others from bank or financial institutions.

16. The Company has not raised funds / Loans during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties or Companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For AVS & CO.

Chartered Accountants

Reg. NO.113109W



Sd/.

Place: Mumbai Sanjay Minda

Date: 29.5.2013 Partner

Membership No.: 046535

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Mar 31, 2010

1. We have audited the attached Balance Sheet of RELSON INDIA LIMITED, Mumbai as at 31st March, 2010 and also the Profit and Loss Account 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.

2. We conducted our audit in accordance with the auditing standards generally accepted inIndia. 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, as amended by Companies (Auditors Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further and subject 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, 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 and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, in so far as they apply to the Company;

(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 directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(i) Debit and Credit balance including secured and unsecured loans, sundry debtors, Loans and advances given and sundry creditors are subject to confirmation and reconciliation if any;

(ii)Note No. B -9 of Schedule L, regards non-transfer of some of the investments in the name of the company and no physical verification of investments.

(f) Subject to matter referred in para 4 f (i) andf(ii), whose impact on companys Profit /Reserves is not presently ascertainable, In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with other Notes thereon and in particular Note B-8 of Schedule "L" regarding non disclosure of amount owed to small scale industrial undertaking, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2010;

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

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



ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2010 OF RELSON INDIA LIMITED

(Referred to in paragraph 3 thereof)

1. (a) Fixed Assets records showing full particulars, including qualitative details and situation of fixed assets are being compiled by the Company.

(b) As explained to us, fixed assets has not physically verified by the management during the year.

(c) No disposal of fixed assets of the Company has taken place during the year.

2. The Companys nature of operation does not require it to hold the inventories and hence this clause of the order is not applicable.

3. (a) According to the information and explanation given to us, the company has not granted any loans covered

in the register maintained under section 301 of the Companies Act, 1956

(b) The Company has taken interest free Unsecured loan from one party covered in the registered maintained under section 301 of the companies Act, 1956, The maximum amount involved during the year was Rs. 13,34164.18 and the year-end balance was 13,34,164.18.

(c) In our opinion, terms and conditions on which loans have been granted to parties listed in the register maintained under section 301of the Companies Act, 1956 are no,t prima facie, prejudicial to the interest of the company.

(d) The loans taken is repayable on demand and we ere given to understand that the loan has not yet been recalled by the company

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

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of the contracts and arrangements that need to be entered in the register maintained in section 301 of the Companies Act, 1956 have been so entered.

5 (b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 have been made at prices, which are reasonable, having regard to prevailing market prices at the relevant time.

6. During the year the Company has not accepted any deposits to which provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

7. As explained to us, the Company does not have its own internal audit department or entrusted the work of internal audit to outside agency, but its control procedure ensure reasonable internal checking of its financial and other records.

8. The Central Government has not prescribed maintenance of cost records under sub-section (l)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. (a) As explained to us, the statutory dues of the Company comprises of Income Tax, Sales tax, Wealth Tax and Professional Tax. According to the information and explanations given to us, and verification of records of the Company, we are of the opinion that the Company is generally regular in depositing these statutory dues with appropriate authorities. There are no undisputed statutory dues as referred to above as at 31st March, 2010 except professional tax of Rs. 27,310/- and tax deducted at source on contractor of Rs. 1,177/- & on Professional Fees Rs.3,309/- outstanding for a period more than six months from the date they become payable.

(b) According to the records of the Company and information and explanation given to us, there are no dues in respect of Income Tax, Wealth Tax, Sales Tax and Profession Tax, which have not been deposited on account of dispute with tax authorities.

10. The Company has been registered for more than five years and its accumulated losses at the end of the financial year are not exceeding 50% of its Net worth. The Company has not incurred cash losses in the financial year covered under audit as well as in the immediately preceding financial year.

11. The Company has neither taken any loan from banks and financial institutions nor issued any debentures.

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

13. The Company is not carrying the chit fund business and hence the provisions of any special statute applicable to chit fund are not applicable.

14. The Company is not dealing in or trading in shares, securities, debentures or other investments.

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

16. The Company has not taken any term loans during the year.

17. The Company has not raised any funds during the year.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

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

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

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Place: Mumbai For AVS & CO.

Date: 29.05.2010

Chartered Accountants

Sanjay Minda

Partner

Membership No: 046535

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Mar 31, 2003

We have audited the attached Balance Sheet of Relson India Limited as at 31st March, 2003, and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statement 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.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Company Law Board, in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure here to a statement on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 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, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report, are complying 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 31st March, 2003 and taken on record by the Board of Director, we report that none of the Directors is disqualified as on 31st March, 2003 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f. (i) Note No. B-9 ScheduleK, regarding no reconciliation and confirmation in respect of certain Bank Accounts.

(ii) Debit and Credit balance including secured and unsecured loans, sundry debtors, Loans and advances given and creditors are subject to confirmation and reconciliation.

(iii) Note No. B - 10 (ii) Schedule K, regarding non-transfer of some of the investments in the name of Relson India Ltd.

Subject to matter referred in para 2 f (i) to f (iii) whose impact on companys Loss / reserves is not presently ascertainable, In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes particularly note No. 8 regarding SSI dues thereon and attached there to give in the prescribed manner the information required by the Companies Act, 1956, and also give a true and fair view in conformity with the accounting principles generally accepted in India;

1. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2003; and

2. In the case of Profit and Loss account, of the Loss for the year ended on that date.

3. In the case of cash flow statement, of the Cash Flows for the year ended on that date.

Annexure To The Auditors Report (referred to in paragraph 1 of our report of even date)

1. Fixed Assets records showing full particulars, including quantitative details and situation of fixed assets are being compiled by the company. During the year, the fixed assets had not been physically verified by the management.

2. None of the Fixed Assets have been revalued during the year.

3. Not Applicable as the Company does not have stock at the year-end.

4. Not Applicable in view of clause No. iii.

5. Not Applicable in view of clause No. iii.

6. Not Applicable in view of clause No. iii.

7. According to the information and explanations given to us, the rate of interest and other terms and conditions of secured or unsecured loans taken during the year by the Company from the firms, companies, or parties listed in Register maintained under section 301 of the Companies Act, 1956, are prima-facie not prejudicial to the interest of the Company.

8. According to the information and explanations given to us, the rate of interest and other terms and conditions of secured or unsecured loans granted during the year by the Company to the firms, companies, or parties listed in Register maintained under section 301 of the Companies Act, 1956, are prima-facie prejudicial to the interest of the Company

9. All the parties to whom the loans or advances in the nature of loans, have been given by the company are generally not been regular in repaying the principal amounts as stipulated. As being informed to us, the company is taking adequate steps to recover this amount.

10. In our opinion and according to the information and explanations given to us and looking to the nature of activities of the Company there exist reasonable Internal control system and we are satisfied with the same.

11. There are no transaction of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

12. There are no unserviceable or damaged stores, raw materials, or finished goods.

13. The Company has not accepted deposit from public as specified under section 58A of the Companies Act, 1956.

14. Not Applicable to the Company as there is no sale or disposal of realisable by products and scraps.

15. We are being informed that no internal audit system existed during the year.

16. Provision regarding maintenance of cost records has not been prescribed by the Central Government.

17. According to the information and explanations given to us, the company is generally being regular in payment of the Provident fund dues.

18. There are no undisputed amounts payable in respect of Income tax, Sales tax, Wealth tax, Customs duty and Excise duty as at the last day of the financial year, for a period of more than six months from the date they became payable.

19. On the basis of (i) the examination of the books of accounts of the Company, (ii) the vouchers examined by us on a test check basis, (iii) the explanations given to us against our enquiries and to the best of knowledge and belief, no personal expenses have been charged to revenue account except those which were either incurred under service contract obligations or which were incurred in accordance with normally accepted business practices.

20. The Company is not a Sick Company within the meaning of clause (o) of sub- section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1988.

For M. V. Damania & Co. Chartered Accountants

Malay Damania Partner

Place : Mumbai

Date : 30th June, 2003

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Mar 31, 2002

We have audited the attached Balance Sheet of Relson India Limited as at 31st March, 2002 and the relative Profit & Loss Account for the year ended on that date, both of which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on this financial statement based on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those standard required 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 amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Manufacturing and Other Companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of section 227(4A) of The Companies Act, 1956 of India (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 audit, we annex hereto 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; 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 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 & Loss Account dealt with by this report have been prepared in compliance with the applicable Accounting standard referred to in section 211(3C) of the Companies Act, 1956;

e) On the basis of the written representation received from the Directors, as on 31st March, 2002 and taken on record by the Board of Directors of the Company, none of the Directors is disqualified as on 31st March, 2002 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Debit and Credit balances including secured and unsecured loans, Sundry Creditors, Sundry Debtors and Loans & Advances are subject to confirmation and reconciliation;

g) Note No. 9 of Schedule K regarding maintenance of stock records.

Subject to matter referred in para 2(a) to 2(e) and particularly in para 2(f) and 2(g) whose impact on companies profit / reserves is not presently ascertainable, In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes particularly note No. 8 regarding SSI dues thereon and attached there to give in the prescribed manner the information required by the Companies Act, 1956, and also give a true and fair view in conformity with the accounting principles generally accepted in India;

1. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2002; and

2. In the case of Profit and Loss account, of the Profit for the year ended on that date.

Annexure To The Auditors Report (referred to in paragraph 1 of our report of even date)

1. The Company has maintained proper records showing full particulars including quantitative details and situations of its Fixed Assets. We have been informed that the fixed assets have not been physically verified by the management during the year.

2. None of the Fixed Assets have been revalued during the year.

3. Not Applicable as the Company does not have stock at the year-end.

4. Not Applicable in view of clause No. iii.

5. Not Applicable in view of clause No. iii.

6. Not Applicable in view of clause No. iii.

7. According to the information and explanations given to us, the rate of interest and other terms and conditions of secured or unsecured loans taken during the year by the Company from the firms, companies, or parties listed in Register maintained under section 301 of the Companies Act, 1956, are prima-facie not prejudicial to the interest of the Company.

8. According to the information and explanations given to us, the rate of interest and other terms and conditions of secured or unsecured loans granted during the year by the Company to the firms, companies, or parties listed in Register maintained under section 301 of the Companies Act, 1956, are prima-facie prejudicial to the interest of the Company

9. All the parties to whom the loans or advances in the nature of loans, have been given by the company are generally not been regular in repaying the principal amounts as stipulated. As being informed to us, the company is taking adequate steps to recover this amount.

10. In our opinion and according to the information and explanations given to us and looking to the nature of activities of the Company there exist reasonable Internal control system and we are satisfied with the same.

11.There are no transaction of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956.

12.There are no unserviceable or damaged stores, raw materials, or finished goods.

13.The Company has not accepted deposit from public as specified under section 58A of the Companies Act, 1956.

14.Not Applicable to the Company as there is no sale or disposal of realisable by products and scraps.

15. We are being informed that no internal audit system existed during the year.

16.Provisions regarding maintenance of cost records have not been prescribed by the Central Government.

17.According to the information and explanations given to us, the Provident fund and E.S.I.C. rules are not applicable to the company.

18.There are no undisputed amounts payable in respect of Income tax, Sales tax, Wealth tax, Customs duty and Excise duty except Professional tax of Rs. 10,600/- as at the last day of the financial year, for a period of more than six months from the date they became payable.

19. On the basis of (i) the examination of the books of accounts of the Company, (ii) the vouchers examined by us on a test check basis, (iii) the explanations given to us against our enquiries and to the best of knowledge and belief, no personal expenses have been charged to revenue account except those which were either incurred under service contract obligations or which were incurred in accordance with normally accepted business practices.

20.The Company is not a Sick Company within the meaning of clause (o) of sub-section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1988.

For M. V. Damania & Co. Chartered Accountants

Malay Damania Partner

Membership No. 42278

Place : Mumbai Date : 13th August, 2002