Auditor Report of Risa International Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of Risa International Limited ('the Company'), which comprise the balance sheet as at 31st March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these standalone 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

Our responsibility is to express an opinion on these standalone 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 the 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 a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the 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 standalone 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, of the state of affairs of the Company as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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 purposes of our audit.

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

(c) the balance sheet, the statement of profit and loss and the 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) Account has been drawn under going concern concept.

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

(g) 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 A".

(h) 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 has disclosed the impact of pending litigations on its financial position in its financial statements, if any.

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts, if any; and

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

ANNEXURE TO THE AUDITORS' REPORT

Issued by the Central Government under sub section 11 of section 143 of the Companies Act, 2013, (18 of 2013)

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March 2015, we report that:

(I)

a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The Company has regular programmers of physically verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programmer, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(II) In respect of inventories:

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

b) The procedures of the physical verification of inventories 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 maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records have been appropriately dealt with in the books of account.

(III)

(a) The Company has not granted loans to any party covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(IV) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. We have not observed any major weakness in the internal control system during the course of the audit.

(V) The Company has not accepted any deposits from the public.

(VI) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(VII)

a) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(a) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute.

c) According to the information and explanations given to us the no amount was required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(VIII) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(IX) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

(X) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(XI) The Company did not have any term loans outstanding during the year.

(XII) Based upon the audit Procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or before by the company has been noticed or reported during the course of our audit

For Motilal & Associates Chartered Accountants Registration No.:106584W

(Motilal Jain) M. No. 036811

Place : Mumbai Date : 29/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of RISA INTERNATIONAL LTD., which comprise the Balance Sheet as at March 31st 2014, and the Statement of Profit and Loss and the Cash Flow Statement of the company 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 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") and in accordance with the accounting principles generally accepted in India. 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that 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 a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. 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, applies to the Company.

2. In our opinion, the Balance sheet and the Profit and loss Account dealt with by this report comply with the Accounting Standard (AS) referred to in sub-section of Section 211 of the Companies Act, 1956.

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31st 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st 2014, 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 INDEPENDENT AUDITOR''S REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2014 Referred to in our report of even date

(i) In respect of Fixed Assets:

a) The company has maintained proper records showing full particulars, including quantities details and situation of assets on the basis of available information.

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

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and therefore, going concern status of the Company is not affected.

(ii) In respect of Inventories:

a) 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 explanation given to us, the procedures of the physical verification of inventories 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 inventories. The discrepancies noticed on verification between the physical stock and the book records have been appropriately dealt with in the books of account.

(iii) a) The company has not granted any loans to party/person covered in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has taken loans from a company maintained under Section 301, as at the year end, the outstanding balance of such loans taken are NIL and the maximum amount outstanding during the year was Rs. 61,04,549 /-.

c) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. During the course of the audit, we have not observed any continuing failure to correct major weaknesses in the internal control system. (v) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered. (vi) In our opinion and according to the information and explanation given to us, the company has not accepted any deposits from public within the meaning of section 58-A and 58AA of the Companies Act, 1956 and the rules framed there under.

(vii) The company does not have an internal audit department.

(viii) According to the information and explanation given to us the Central Government of India has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any product of the company.

(ix) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any statutory dues with the appropriate authorities.

(x) The Company does not have accumulated losses. The company has earned cash profit during the financial year and incurred cash loss in the immediately preceding financial year.

(xi) During the year, the Company did not have any outstanding debentures during the year. Hence, no security or charge has been created during the year.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a Nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4 (xiii) (a), (b), (c), (d) of the order are not applicable to the company.

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

(xv) The Company has applied loans for the purpose for which the loans were obtained.

(xvi) According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xvii) The Company has not made any preferential allotment of shares to parties and companies covered in Registered maintained under Section 301 of the Company Act, 1956.

(xviii) During the year Company has not issued debentures, so no security or charge created during the year.

(xix) The company has not raised any monies by way of public issues during the year.

(xx) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or before by the company has been noticed or reported during the course of our audit.

For Motilal & Associates Chartered Accountants

FRN No. : 106584W

Motilal Jain

Proprietor

M. No. 036811

Date : 19th May, 2014

Place : Mumbai

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of RISA INTERNATIONAL LTD., which comprise the Balance Sheet as at March 31st 2013, and the Statement of Profit and Loss and the Cash Flow Statement of the company 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 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 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 a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

c) in the case of 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 matter specified in paragraph 4 and 5 of the order.

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

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

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

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

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

e) on the basis of written representations received from the directors as on March 31st 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31st 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 AUDITOR''S REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2013

Referred to in our report of even date

(i) The Company does not have any fixed assets during the year under review, accordingly, the provisions of clause 4 (i) of the Order are not applicable to the Company.

(ii) In respect of inventories:

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

b) The procedures of the physical verification of inventories 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 maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the book records have been appropriately dealt with in the books of account.

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraph 4 (iii) (b) (c) & (d) of the Order are not applicable.

(b) The Company has taken loans from a party maintained under Section 301, as at the year end, the outstanding balance of such loans taken aggregated Rs. 61,04,549.00/- and the maximum amount outstanding during the year was Rs. 1,00,85,000.00/-.

(c) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie, not prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods and services. We have not observed any major weaknesses in the internal control system during the course of the audit.

(v) To the best of our knowledge and belief and according to the information and explanations given to us, the particulars of contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vii) We have been informed that the company is in the process of appointing a firm of Chartered Accountants to take care of internal audit.

(viii) According to the information and explanation given to us the Central Government of India has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 for any product of the company.

(ix) The Company is regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any statutory dues with the appropriate authorities.

(x) The Company has accumulated loss of Rs.116.91 Lacs which is less than 50% of net worth of the Company. The company has not incurred any cash loss during the financial year and incurred cash loss in the immediately preceding financial year.

(xi) The Company neither borrowed from financial institutions and banks nor issued any debentures during the year and hence this clause is not applicable to the Company.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities and hence company is not required to maintain documents and records.

(xiii) In our opinion, the company is not a Chit fund or a Nidhi fund or a mutual benefit fund/society. Accordingly, paragraph 4 (xiii) (a), (b), (c), (d) of the order are not applicable to the company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other investments and hence not required to maintain records of such transactions.

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

(xvi) The Company has applied loans for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance sheet of the company, we are of the opinion that there are no funds raised on short term basis have been used for long term investment.

(xviii) The Company has made preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year. The prices at which such shares are allotted are not prima facie prejudicial to the interest of the Company.

(xix) During the year Company has not issued debentures, so no security or charge created during the year.

(xx) The Company has not raised money through public issue during the year.

(xxi) According to the information and explanations given by the management, no material fraud on or by the company has been noticed or reported during the year.

For Motilal & Associates

Chartered Accountants

FRN No. : 106584W

Motilal Jain

Proprietor

M. No. 036811

Date : 27th May, 2013

Place : Mumbai

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Mar 31, 2010

We have audited the attached Balance Sheet of M/S GOVINDJI TRIKAMDAS EXPORTS LIMITED as at 31st March, 2010 and Profit & Loss A/c 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 on opinion on these financial statements based on my audit.

We conducted my audit in accordance with auditing standards generally accepted in India. These standard require that, We plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 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.

The Central Government under section 227 (4A) of the companies Act 1956 has issued the Companies (Auditor's Report) Order in June 2003 which supersedes the erstwhile Manufacturing and Other Companies (Auditor Report) Order and it comes into force on 1st July, 2003.

Clause 1(2) (iv) of the companies (Auditor's Report) Order specially exempt certain private limited companies satisfying conditions as specified and since, this Company satisfies those conditions, the companies (Auditor's Report) order 2003 is not applicable. Further to my comments in the Annexure referred to in paragraph 3 above, we report that

1. 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.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

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

4. In our opinion, the profit & loss account and Balance Sheet comply with the accounting standards referred to in sub-section [3C] of Section 211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March, 2010.

b. In the case of Profit & Loss Account of the Loss for the year ended 31st March 2010.

ANNEXURE TO THE AUDITORS REPORT

(On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that :)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets, which is in the process of updation. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2) a) The inventories have been physically verified by the management at reasonable intervals during the years and at the close of the year.

b) As explained to us, the procedure followed by Management for physical verification of the above referred stocks are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) According to the records produced to us for our verification, there were no material discrepancies noticed on physical verification of the inventory as compared to book records and the same have been property dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors' Report) Order, 2003 are not applicable.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures, through personal supervision of the Management, Commensurate with the size of the Company and the nature of its business, for the purchase of raw materials, plant & Machinery, equipment and other assets and for the sale of goods.

5) In our opinion and according to the information and explanations given to us transactions for purchase of goods and materials and sale of goods materials and services made during the year in pursuance of contracts or arrangement entered during the year in register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs. 50,000/- or more in respect each party have been made at prices as available with the Company for such goods or materials or prices at which transactions for similar goods have been made with other parties.

6) In our opinion and according to the information and explanations given to us The Company has not accepted any deposit from the public during the year. In view of the above the provision of Para 4 (VI) – (a) and (b) of the order does not apply.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, , Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other Statutory dues applicable to it as at 31st March,2009 for a period of more than six months from the date they became payable.

10) The Company has accumulated losses Rs. 56,047,114 at the end of the financial year.

11) The company has not taken any loan.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies.

14) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are held in the name of the Company.

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

16) The company has not taken any term loan, during the financial year.

17) The Company has not raised any fund, long term or short term during the year.

18) The Company has not made any preferential allotment of shares to the 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 and hence the question of disclosure and verification of end use of such monies does not arise.

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements 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 year.

For D.J. Shukla & Co.

Chartered Accountants

Sd/-

Rupam J Shukla

Membership No: 101728 Place: Mumbai

Date: 10.08.2010

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Mar 31, 2009

We have audited the attached Balance Sheet of M/S GOVINDJI TRIKAMDAS EXPORTS LIMITED as at 31st March, 2009 and Profit & Loss A/c 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 my audit.

We conducted my audit in accordance with auditing standards generally accepted in India These standard require that, We plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 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.

The Central Government under section 227 (4A) of the companies Act 1956 has issued the Companies (Auditors Report) Order in June 2003 which supersedes the erstwhile Manufacturing and Other Companies (Auditor Report) Order and it comes into force on 1* July, 2003.

Clause 1(2) (iv) of the companies (Auditors Report) Order specially exempt certain private limited companies satisfying conditions as specified and since, this Company satisfies those conditions, the companies (Auditors Report) order 2003 is not applicable. Further to my comments in the Annexure referred to in paragraph 3 above, we report that

1. 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.

2. In our opinion, the company has maintained proper record as required by law so far as it appears from our examination of the books of accounts.

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

4. In our opinion, the profit & loss account and Balance Sheet comply with the accounting standards referred to in sub-section [3C] of Section211 of the Companies Act. 1956.

5. On the basis of written representation received from Director and taken on record by the Board of Directors, we report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

6. In our opinion and according to the information and explanations given to us, the said accounts read together with the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view:-

a. In the case of the Balance Sheet of the state of affairs of the Company as on 31- March, 2009.

b. In the case of Profit & Loss Account of the Profit for the year ended 31st March 2009.

ANNEXURE TO THE AUDITORS REPORT (On the basis of such checks as we considered appropriate and in terms of information and explanations given to us, we state that:)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed Assets, which is in the process of updation. The fixed assets of the Company have been physically verified by the management during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification. The Company has not disposed off any Fixed Assets during the year.

2) a) The inventories have been physically verified by the management at reasonable intervals during the years and at the dose of the year.

b) As explained to us, the procedure followed by Management for physical verification of the above referred stocks are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

c) According to the records produced to us for our verification, there were no material discrepancies noticed on physical verification of the inventory as compared to book records and the same have been property dealt with in the books of account.

3) The Company has not taken any loan secured or unsecured from Companies, Firms and other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956. In view of this sub clause (b), (c) and (d) of the clause (iii) of the Companies (Auditors Report) Order, 2003 are not applicable.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures, through personal supervision of the Management, Commensurate with the size of the Company and the nature of its business, for the purchase of raw materials, plant & Machinery, equipment and other assets and for the sale of goods.

5) In our opinion and according to the information and explanations given to us transactions for purchase of goods and materials and sale of goods materials and services made during the year in pursuance of contracts or arrangement entered during the year in register maintained under Section 301 of the Companies Act, 1956 aggregating to Rs, 50,000/- or more in respect each party have been made at prices as available with the Company for such goods or materials or prices at which transactions for similar goods have been made with other parties.

6) In our opinion and according to the information and explanations given to us The Company has not accepted any deposit from the public during the year. In view of the above the provision of Para 4 (VI) - (a) and (b) of the order does not apply.

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

8) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company.

9) According to the records of the Company, there were no undisputed statutory dues including Provident Fund, , Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, and other Statutory dues applicable to it as at 31- March,2009 for a period of more than six months from the date they became payable.

10) The Company has accumulated losses Rs. 53,291,942 at the end of the financial year.

11) The company has not taken any loan.

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

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund arid nidhi/mutual benefit fund, Societies.

14) The Company has, in our opinion, maintained proper records and contracts with respect to its investments where timely entries of transactions are made in the former. All investments at the close of the year are held in the name of the Company.

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

16) The company has not taken any term loan, during the financial year.

17) The Company has not raised any fund, long term or short term during the year.

18) The Company has not made any preferential allotment of shares to the 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 and hence the question of disclosure and verification of end use of such monies does not arise.

21) Based upon the audit procedures performed by us for expressing our opinion on these financial statements 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 year.

For D. J.Shukla& Co. Chartered Accountants Sd/-

Rupam J Shukla

Membership No: 101728

Place: Mumbai Date: 07.09.2009