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Auditor Report of Sanblue Corporation Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of SANBLUE CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956, read with General Circular 15/2013 dated 13 September, 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013. 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 have 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 31, 2014;

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

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

Emphasis of Matter

Attention is invited to note no. 7 (a) of the financial statement, whereby the Company has made investment in unquoted equity shares of enterprise whose net worth has turned negative. After considering the intrinsic value of business and nature of investment being non current, the management is of the view that no provision for any possible loss in the value of investment has been required.

Our opinion is not qualified with respect to this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s report) (Amendment) order, 2004 (together with "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 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 notified under the Companies Act, 1956, read with General Circular 15/2013 dated 13 September, 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 INDEPENDENT AUDITORS REPORT Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date.

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

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

(c) The company has not disposed off substantial part of fixed assets includes fixed assets held for sale during the year.

(ii) There are no inventories at the beginning and at the end of the year, hence Para 4 (ii) clause (a)(b) & (c) are not applicable.

(iii) In respect of loans, secured or unsecured,

granted or taken by the company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

The Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Act. hence, Paragraph 4 (iii)(a), (b), (c), (d), (e), (f) and (g) are not considered applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets and sale of services. During the course of audit, we have not observed any continuous failure to correct major weaknesses in internal control system.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

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

[b] According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees five lakhs or more in respect of any party.

(vi) Company has not accepted any deposit from the public during the year.

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

(viii) We are informed that Central Government has not prescribed under section 209 [1][d] of the Companies Act, 1956, maintenance of cost records for the products manufactured by the company.

(ix)(a) The company wherever applicable, is generally regular in depositing undisputed provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March, 2014 for the period of more than six months from the date they become payable

(c) According to the information and explanations given to us, there are no dues of sales tax/ income tax/ custom duty/ wealth tax/ excise duty/ service tax/ cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs.22.16 lakhs at the end of the year which is not more than fifty percent of its net worth and has incurred cash losses of Rs.1.86 lakhs during the current financial year and Rs. 8.72 lacs during the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not taken loan from financial institution or banks. The company has not obtained any borrowings by way of debentures.

(xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given guarantee for loans taken by others from banks or financial institutions.

(xiv) According to the records of the company no term loans have been raised during the year by the company.

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

(xvi) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of public issue during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company''s business/activities during the year are such that clause;

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments of Company (Auditors'' Report) Order, 2003 as amended by the Companies (Auditor''s report) (Amendment) order, 2004 (together with "Order") are not applicable to the company.

For KANTILAL PATEL & CO. CHARTERED ACCOUNTANTS Firm Regn. No. 104744W Place : Ahmedabad Date : May 30, 2014 [Mayank S. Shah] Partner Membership No.: 44922


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SANBLUE CORPORATION LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

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 have 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 31, 2013;

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

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

Emphasis of Matter

Attention is invited to note no. 7 of the financial statement, whereby the Company has made investment in unquoted equity shares of enterprise whose net worth has turned negative. After considering the intrinsic value of business and nature of investment being non current, the management is of the view that no provision for any possible loss in the value of investment has been required. Our opinion is not qualified with respect to this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s report) (Amendment) order, 2004 (together with "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 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 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS REPORT Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements of our report of even date.

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

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

(c) The company has not disposed off substantial part of fixed assets includes fixed assets held for sale during the year.

(ii)(a) There are no inventories at the beginning and at the end of the year, hence Para 4 (ii) clause (a)(b) & (c) are not applicable.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

The Company has not granted or taken any loans, secured or unsecured to/from compaines, firms or other parties covered in the register maintained under section 301 of the Act. hence, Paragraph 4 (iii)(a), (c), (d), (e), (f) and (g) are not considered applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets and sale of services. During the course of audit, we have not observed any continuous failure to correct major weaknesses in internal control system.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

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

[b] According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees five lakhs or more in respect of any party.

(vi) Company has not accepted any deposit from the public.

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

(viii) We are informed that Central Government has not prescribed under section 209 [1][d] of the Companies Act, 1956, maintenance of cost records for the products manufactured by the company.

(ix)(a) The company wherever applicable, is generally regular in depositing undisputed provident fund, investor education & protection fund, employ- ees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to ap- propriate authorities.

(b) According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March, 2013 for the period of more than six months from the date they become payable

(c) According to the information and explanations given to us, there are no dues of sales tax/ in- come tax/ custom duty/ wealth tax/ excise duty/ service tax/ cess which have not been depos- ited on account of any dispute.

(x) The company has accumulated losses of Rs.20.28 lakhs at the end of the year which is not more than fifty percent of its net worth and has not incurred cash losses during the current financial year and in the immediately preced- ing financial year (before considering loss on sale of fixed assets).

(xi) In our opinion and according to the information and explanations given to us, the company has not taken loan from financial institution or banks. The company has not obtained any borrowings by way of debentures.

(xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given guarantee for loans taken by others from banks or financial institutions.

(xiv) According to the records of the company no term loans have been raised during the year by the company.

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

(xvi) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of public issue during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company’s business/activities during the year are such that clause;

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments of Company (Auditors’ Report) Order, 2003 are not applicable to the company.

For KANTILAL PATEL & CO.,

CHARTERED ACCOUNTANTS

Firm Regn. No. 104744W

Place : Ahmedabad

Date: May 28, 2013 [Mayank S. Shah]

Partner

Membership No.: 44922


Mar 31, 2012

1. We have audited the attached balance sheet of Sanblue Corporation Limited as at March 31, 2012, the statement of profit & loss and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies [Auditors' Report] Order, 2003 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 Without qualifying our report, attention is drawn to note 8 which states that provision, if any is not made for possible loss in value of noncurrent investment considering the position as stated in the note therein.

5. Further to our comments in the Annexure referred to in paragraph 3 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 account as required by law have been kept by the company so far as appears from our examination of the books.

(iii) The balance sheet, statement of profit & 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 & loss and cash flow statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of the written representations received from 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 a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, on the said date.

(vi) In our opinion and to the best of our information and according to the explanations given to us, they said accounts 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 March 31, 2012;

(b) in the case of the statement of profit & loss, of the "Profit" of the company 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.

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

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

(c) The company has not disposed off substantial part of fixed assets includes fixed assets held for sale during the year.

(ii)(a) There are no inventories at the beginning and at the end of the year, hence Para 4 (ii) clause (a)(b) & (c) are not applicable.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

[a] The company has not granted/taken loans to/from any company, firms, other parties listed in Para 4(iii) (b)(c)(d)(e) & (f) of Company (Auditors' Report) Order, 2003

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets and sale of services. During the course of audit, we have not observed any continuous failure to correct major weaknesses in internal control system.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

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

[b] According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees five lakhs or more in respect of any party.

(vi) Company has not accepted any deposit from the public.

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

(viii) We are informed that Central Government has not prescribed under section 209 [1][d] of the Companies Act, 1956, maintenance of cost records for the products manufactured by the company.

(ix)(a) The company wherever applicable, is generally regular in depositing undisputed provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March, 2012 for the period of more than six months from the date they become payable

(c) According to the information and explanations given to us, there are no dues of sales tax/ income tax/ custom duty/ wealth tax/ excise duty/ service tax/ cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs.11.40 lakhs at the end of the year which is not more than fifty percent of its net worth and has not incurred cash losses during the cur- rent financial year and in the immediately pre- ceding financial year (before considering loss on sale of fixed assets).

(xi) In our opinion and according to the information and explanations given to us, the company has not taken loan from financial institution or banks. The company has not obtained any borrowings by way of debentures.

(xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given guarantee for loans taken by others from banks or financial institutions.

(xiv) According to the records of the company no term loans have been raised during the year by the company.

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

(xvi) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of public issue during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company's business/activities during the year are such that clause;

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments of Company (Auditors' Report) Order, 2003 are not applicable to the company.

For KANTILAL PATEL & CO., CHARTERED ACCOUNTANTS

Firm Regn. No. 104744W

Place : Ahmadabad

Date: May 29, 2012

[Mayank S. Shah]

Partner

Membership No.: 44922


Mar 31, 2011

1. We have audited the attached balance sheet of Sanblue Corporation Limited as at March 31, 2011, the profit & loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies [Auditors' Report] Order, 2003 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 Without qualifying our report, attention is drawn to Note 8 (a) which states provision, if any is not made for possible loss in value of long term investment considering the position as stated in the note therein.

5. Further to our comments in the Annexure referred to in paragraph 3 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 account as required by law have been kept by the company so far as appears from our examination of the books.

(iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the balance sheet, profit & loss account and cash flow statement dealt with by this report comply with accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(v) On the basis of the written representations received from directors, as on 31st March 2011, and taken on record by the Board of directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, on the said date.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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, 2011;

(b) in the case of the profit & loss account, of the 'LOSS' of the company 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 TO THE AUDITORS' REPORT TO THE MEMBERS OF SANBLUE CORPORATION LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2011.

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

(b) The company has conducted physical verification of fixed assets during the year. In absence of physical verification of fixed assets during the year material discrepancies, if any could not be ascertained.

(c) The company has not disposed off substantial part of fixed assets includes fixed assets held for sale during the year.

(ii) (a) There are no inventories at the beginning and at the end of the year, hence Para 4 (ii) clause (a)(b) & (c) are not applicable.

(iii) In respect of loans, secured or unsecured, granted or taken by the company to or from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 :

[a] The company has not granted/taken loans to/ from any company, firms, other parties listed in para 4(iii) (b)(c)(d)(e) & (f) of Company (Auditors' Report) Order, 2003

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for purchase of fixed assets and sale of services. During the course of audit, we have not observed any continuous failure to correct major weaknesses in internal control system.

(v) In respect of contracts or arrangements referred to in section 301 of the Companies Act, 1956:

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

[b] According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements that are needed to be entered in the register maintained under section 301 of the Companies Act, 1956 and aggregating during the year to Rupees five lakhs or more in respect of any party. -

(vi) Company has not accepted any deposit from the public.

We are informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

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

(viii) We are informed that Central Government has not prescribed under section 209 [1][d] of the Companies Act, 1956, maintenance of cost records for the products manufactured by the company.

(ix)(a) The company is generally regular in depositing undisputed provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues to appropriate authorities. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amount in respect of aforesaid statutory dues were outstanding as at 31st March, 2011 for the period of more than six months from the date they become payable

(c) According to the information and explanations given to us, there are no dues of sales tax/ income tax/ custom duty/ wealth tax/ excise duty/ service tax/ cess which have not been deposited on account of any dispute.

(x) The company has accumulated losses of Rs.13.19 lakhs at the end of the year which is not more than fifty percent of its net worth and has incurred cash losses of Rs.3.57 lakhs during the current financial year and Rs.0.15 lacs in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not taken loan from financial institution or banks. The company has not obtained any borrowings by way of debentures.

(xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company has not given guarantee for loans taken by others from banks or financial institutions.

(xiv) According to the records of the company no term loans have been raised during the year by the company.

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

(xvi) During the year, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xvii) According to the information and explanations given to us, the company has not issued any debentures during the year.

(xviii) The company has not raised any money by way of public issue during the year.

(xix) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the company was noticed or reported during the year.

(xx) In our opinion and according to the information and explanations given to us, the nature of the company's business/activities during the year are such that clause;

4(xiii) provisions of any special statute applicable to chit fund,

4(xiv) dealing or trading in shares, securities, debentures and other investments

of Company (Auditors' Report) Order, 2003 are not applicable to the company.

For Kantilal Patel & Co. Chartered Accountants Firm Regn. No. : 104744W

[Mayank S. Shah] Partner Membership No. : 44922

Place : Ahmedabad Date : 24th May 2011






Mar 31, 2010

We have audited the attached Balance Sheet of Sanblue Corporation Limited (Formerly Known as La Mere Apparels Ltd) as at 31 st March 2010 and 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.

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.

As required by the Companies (Auditors 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 paragraph 4 and 5 of the said Order.

Further 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 purpose of our audit;

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

(iii) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books.

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with Accounting Standard referred to in sub- section (3C) of Section 211 of the Companies Act, 1956.

(v) On the basis of written representation 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 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the companies Act,1956.

(vi) In our opinion and to the best of our information and according to the explanation given to us the said accounts read together with the Significant Accounting policies & notes thereon gives the information as 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 case of the Balance Sheet of the state of affairs of the Company as at 31 st March, 2010

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

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

ANNEXURE TO THE AUDITORS REPORT

Referred to in paragraph 3 of our Report of even date on the Accounts for the year ended 31 st March, 2010 of Sanblue Corporation Limited (Formerly Known as La Mere Apparels Ltd)

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 verification which, in our opinion, is a reasonable having regard to the size of company and the nature of its assets. No material discrepancies were noticed on such verification.

c) According to the information and explanation given to us the Company has not disposed off any fixed assets during the year.

2. a) There are no inventories at the beginning and at end of the year hence clause (a) (b) (c) is not applicable.

3. a) As explained to us the Company has granted unsecured loan to one party covered under section 301 of the companies act 1956. The maximum amount outstanding at any time during the year is Rs. 102.41 Lacs. The year end balance is Nil. See Note No: 10.

b) The rate of interest and other terms and condition are not prima facia prejudicial to the interest ol the company.

c) In respect of loan granted the receipt of principal amount is on demand.

d) There is no overdue amount.

e) The company has not taken any loan during the year covered under section 301 of the companies act 1956 hence clause (I) & (g) is no! applicable.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the fixed Assets and sale of services. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. a) According to the information and explanations given to us, we are of the opinion that the Particulars of contracts or arrangements that are needed to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, there are no transactions pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

6. The Company has not accepted any deposits from the public.

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

8. The Central Government has not prescribed maintenance of cost records u/s 209( 1 )(d) of the Companies Act, 1956 for the products of the Company.

9. a) The Company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees1 State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duly, Excise Duty and Cess were in arrears, as at tor a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty and Cess which have been deposited on account of any dispute.

10. In our opinion, the accumulated losses of the Company are not more than fifty percent of its net worth. The company has not incurred cash losses during the financial year covered by our audit but incurred cash losses in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not taken loan from a Financial Institution, Bank or Debenture holders.

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

13. The provision of any special statute as specified under clause (xiii) of paragraph 4 of the Order are not applicable to the company.

14. In our opinion and according to the information and explanations given to us, the Company is not dealer or trader in other investments.

15. According to the information and explanations given to us the Company has not given guarantee.

16. According to the records of the Company no term loans have been raised during the year by the Company.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, We report that no funds raised on short term basis have been used for long term investment.

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

19. According to the information and explanations given to us, the Company has not Issued any debenture during the year.

20. According to the information and explanations given to us, no public issue have been made during the year.

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

For Rakesh J. Shukla & Associates Chartered Accountants

(Proprietor)

Membership No.42683 Firm Registration No : 117399W

Place : Ahmedabad Date : 29th May 2010

 
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