Auditor Report of Rose Zinc Ltd.

Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of ROSE ZINC LIMITED ("the Company"),which comprise the Balance Sheet as at 31 st March, 2014, the Statement of Profit and Loss 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 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 relevantto the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet and Statement of Profit and Loss, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31 st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31 st March, 2014 from being appointed as a director in term s of clause (g) of sub-section (1) of section 274 of the Act.



ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ROSE ZINC LIMITED ON FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31st MARCH, 2014

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year due to labour unrest.

(c) During the previous years, the company has disposed off substantial part of its fixed assets. However as per information and explanations given to us, the company has declared closure of unit U/S 25FFA of the Industrial Dispute Act from 07.01.2010. These factors alongwith other matters as set-forth in Note No. 1-ll-K, raise substantial doubt about the company''s ability to continue as a going concern in the foreseeable future.

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

(b) The procedures of 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) On the basis of our examination of the inventory records, and as per information and explanation given to us, we are of the opinion that company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

(iii) (a) The company has not granted any loans secured or unsecured.

(b) Unsecured loans of Rs.95.75 lacs (Previous year Rs.126.24 lacs)as on 31.03.2014 taken from one party covered in the register maintained u/s 301 of the Companies Act, 1956.

(c) According to the information and explanation given to us, above loan taken is interest bearing @3% p.a., terms and conditions on which loan have been taken are not prejudicial to the interests of the company or its members.

(d) According to the information and explanation given to us, above loan taken are repayable on demand, hence question of overdue am ount does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory, fixed assets and sale of goods, services and Fixed Assets. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the afore said internal control system.

(v) (a) In our opinion and according to information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5.00 Lacs in respect of any parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. Each of these transaction have been made at prices which are prima facie not prejudicial to the interest of the company.

(vi) 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 58AAof the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) According to the information and explanations given to us, since company is not in operation during the year, books of accounts are not required to be maintained by the company pursuant to the Rules made by the Central Government for the maintenance of Cost Accounts under section 209(1 )(d) of the Companies Act, 1956.

(ix) (a) Undisputed statutory dues including provident fund, investor education & protection fund, employee''s state insurance, income tax, wealth tax, customs duty, excise duty, cess and other material statutory dues have been generally deposited with the appropriate authority.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, customs duty, and excise duty were in arrears, as at 31.03.2014 fora period of more than six months from the date they became payable except for Rs. 14.06 Lacs towards Entry Tax,

(c) According to the information and explanations given to us, following demand as detailed hereunder have not been deposited on account of any dispute.

Name of Nature of Amount Period to Forum where statute the dues Rs. which the dispute is amount pending relates

Custom Custom 2,03,40,594* June, 2002 The Custom & Act,1962 Duty Nov.,2006 Central ExciseSettlement Commission, Principal Bench, New Delhi.

Custom Custom 2,02,12,531* April, 2002 The Custom & Act,1962 Duty Nov.,2006 Central Excise Principal Bench, New Delhi.

Custom Custom 4,87,848* Feb., 2002 The Custom & Act,1962 Duty Apr.,2002 Central Excise Settlement Commission, Principal Bench, New Delhi.

Rajasthan Entry tax 3,76,340 2004-05 The Dy. Entry Tax penalty and Commissioner Act,1999 interest (Appeals), Commercial Taxes, Udaipur

46926 2005-06 The Assistant Commissioner Commercial Taxes, Udaipur. Honourble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

703760 2006-07 The Assistant Commissioner Commercial Taxes, Udaipur. Honourble High court of Rajasthan Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

1421600 2007-08 The Dy. Commissioner (Appeal), Commercial Taxes, Udaipur. Honourble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

476890 2008-09 The Dy. Commissioner (Appeal), Commercial Taxes, Udaipur. Honourble High court of Rajasthan, Jodhpur has granted stay on the validity of Entry Tax in Rajasthan

* However, company has deposited Rs. 1,04,91,829 against these dues.

(x) In our opinion, the accumulated losses of the company as on 31.03.2014 is Rs.8,18,89,974/- (Previous year Rs.8,09,34,354) are more than fifty percent of its net worth. The company has generate cash loss of Rs.9,09,721/- during the year covered by our audit and in immediately preceding year there was cash profit of Rs.61,76,972/-.

(xi) In our opinion and according to the information and explanations given to us, the company has repaid the entire loans taken from Banks during the year, hence question of default in respect of repayment of loans does not arises.

(xii) In our opinion, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, and according to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xvi) According to the information and explanations given to us, company has not obtained term loan from anyfinancial institution or banks during the year.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies during the year, covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by the report. Accordingly, the provisions of Clause 4 (xix) of the companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issue accordingly, the provisions of Clause 4 (xx) of the companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xxi) 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: Dhakar & Associates, Chartered Accountants

Nirmal Dhakar Proprietor Place : Udaipur Membership No. 72847 Dated : 5th Sept., 2014 Firm Regn. No.07268C

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Mar 31, 2013

We have audited the accompanying financial statements of ROSE ZINC LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss 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 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedure*''that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, 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 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, 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 Balance Sheet and Statement of Profit and Loss, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ROSE ZINC LIMITED ON FINANCIAL STATEMENTS FOR THEYEAR ENDED ON 31st MARCH.2013

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year due to labour unrest.

(c) During the year, the company has disposed off substantial part of its fixed assets. However as per information and explanations given to us, the company has declared closure of unit U/S 25FFA of the Industrial Dispute Act from 07.01.2010. These factors alongwith other matters as set-forth in Note No. 1-ll-M, raise substantial doubt about the company''s ability to continue as a going concern in the foreseeable future.

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

(b) The procedures of 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) On the basis of our examination of the inventory records, and as per information and explanation given to us, we are of the opinion that company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

(iii) (a) The company has not granted any loans secured or unsecured.

(b) Unsecured loans of Rs.126.24 lacs (Previous year Rs.477.70 lacs)as on 31.03.2013 taken from one party covered in the register maintained u/s 301 of the Companies Act, 1956.

(c) According to the information and explanation given to us, above loan taken is interest bearing @3% p.a., terms and conditions on which loan have been taken are not prejudicial to the interests of the company or its members.

(d) According to the information and explanation given to us, above loan taken are repayable on demand, hence question of overdue amount does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate»intemal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory, fixed assets and sale of goods, services and Fixed Assets. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the afore said internal control system.

(v) (a) In our opinion and according to information and explanations given to us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5.00 Lacs in respect of any parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. Each of these transaction have been made at prices which are prima facie not prejudicial to the interest of the company.

(vi) 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 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

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

(viii) On the basis of records produced before us, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Govt, of India under Section 209 (1)(d)of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records with a view to determine whether they are accurate and complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education & protection fund, employee''s state insurance, income tax, wealth tax, customs duty, excise duty, cess and other material statutory dues have been generally deposited with the appropriate authority.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, customs duty, and excise duty were in arrears, as at 31.03.2013 for a period of more than six months from the date they became payable except for Rs.14.06 Lacs towards Entry Tax,

(c) According to the information and explanations given to us, following demand as detailed hereunder have not been deposited on account of any dispute.

* However, company has deposited Rs. 1,04,91,829 against these dues.

(x) In our opinion, the accumulated losses of the company as on 31.03.2013 is Rs.8,09,34,354/- (Previous year Rs.9,85,84,699/-) are more than fifty percent of its net worth. The company has generate cash profit of Rs. 1,76,69,153/- During the year covered by our audit and in immediately preceding year there was cash profit of Rs.20,43,224/-.

(xi) In our opinion and according to the information and explanations given to us, the company has repaid the entire loans taken from Banks during the year, hence question of default in respect of repayment of loans does not arises. (xii) In our opinion, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion, and according to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xvi) According to the information and explanations given to us, company has not obtained term loan from any financial institution or banks during the year.

(xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment. (xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies during the year, covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by the report. Accordingly, the provisions of Clause 4 (xix) of the companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issue accordingly, the provisions of Clause 4 (xx) of the companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xxi) 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 DHAKAR & ASSOCIATES

CHARTERED ACCOUNTANTS

Place : Udaipur (NIRMAL DHAKAR)

Dated 30th May, 2013 PROPRIETOR

Membership No. 72847.

Firm Rean. No.07268C

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ROSE ZINC LIMITED as at 31st March,2012, the Statement of Profit and Loss and also the cash flow statement for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the over all financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor''s Report) Order, 2003 as amended by the companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 of India (The Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit

(ii) In our Opinion, proper books of accounts as required by law have been kept by the company, so far as appears from our examination of those books.

(iii) 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.

(iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub- section (3C) of section 211 of the Companies Act, 1956 of India (the "Act") to the extent applicable;

(v) 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 directors 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

(vi) In our opinion and to best of our information and according to the explanations given to us, the said financial statements together with 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.

(a) In case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012.

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF ROSE ZINC LIMITED ON FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31ST MARCH, 2012.

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by the management during the year due to labour unrest.

(c) During the year, the company has disposed off substantial part of the Fixed Assets. However as per information and explanations given to us, the company has declared closure of unit U/S 25FFA of the industrial Dispute Act from 07.01.2010 These factros alongwith other matters as set- forth in Note No. 1-ll-M, raise substantial doubt about the company''s ability to continue as a going concern in the foresseable future.

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

(b) The procedures of 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) On the basis of our examination of the inventory records, and as per information and explanation given to us, we are of the opinion that company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventories as compared to book records were not material.

(iii) (a) The company has not granted any loans secured or unsecured.

(b) Unsecured loans of Rs. 477.70 lacs (Previous year Rs. 624.79 lacs) as on 31.03.2012 taken from one party covered in the register maintained u/s 301 of the Compaines Act, 1956.

(c) According to the information and explanation given to us, above loan taken is interest bearing @ 3% p.a., terms and conditions on which loan have been taken are not prejudicial to the interests of the company or its members.

(d) According to the information and explanation given to us, above loan taken are repayable on demand, hence questions of overdue amount does not arise.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory, fixed assets and sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct measure weaknesses in the afore said internal control system.

(v) (a) In our opinion and according to information and explanations given us, the particulars of contracts and arrangements referred to in section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. 5.00 Lacs in respect of any parties during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. Each of these transaction have been made at prices which are prima facie not prejudicial to the interest of the company.

(vi) 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 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975.

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

(viii) On the basis of records produced before us, we are of the opinion that, prima facie, the cost records and accounts prescribed by the Govt, of India under Section 209 (1) (d) of the Act have been maintained. However, we are not required to and have not carried out any detailed examination of such accounts and records with a view to determine whether they are accurate and complete.

(ix) (a) Undisputed statutory dues including provident fund, investor education & protection fund, employee''s state insurance, income tax, wealth tax, custom duty, excise duty, cess and other material statutory dues have been regularly deposited with the appropriate authority.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, and excise duty were in arrears, as at 31.03.2012 for a period of more than six months from the date they became payable except for Rs. 14.06 Lacs towards Entry Tax.

(x) In our opinion, the accumulated losses of the company as on 31.03.2012 is Rs. 9,85,84,699/- are more than fifty percent of its net worth. The company has generated cash profit of Rs. 20,43,224/- Dumg the year covered by our audit and the immediately preceding year there was cash losses of Rs. 59,59,807/-.

(xi) In our opinion and according to the information and explanations given to us, the company has repaid the entrie loans taken from banks during the year, hence questions of default inrespect of repayment of loans does not arises.

(xii) In our opinion the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xv) In our opinion and according to the information and explanations given to us the company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xvi) According to the information and explanations given to us, company has not obtained term loan from any financial institution or bank during the year.

(xvii) On the of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short term basis which have been used for long term investment.

(xviii) According to the information and explanations given to us, the company has not made preferential allotment of shares to parties and companies during the year, covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, the company has not issued any secured debentures during the period covered by the report. Accordingly, the provisions of Clause 4 (xix) of the companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our audit report, the company has not raised any money by public issue accordingly, the provisions of Clause 4 (xx) of the companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xxi) 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 Dhakar & Associates,

Chartered Accountants

(Nirmal Dhakar) Proprietor

Camp At: Udaipur Membership No. 72847

Dated : 3rd Sept., 2012 Firm Regn. No. 07268 C