Auditor Report of SB&T International Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of S.B. & T INTERNATIONAL LIMITED ("the Company") as at 31st March, 2014, the Statement of Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto.

Respective Responsibility Of The Management And The Auditor:

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.

Basis of Opinion:

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 misstatements. An audit includes examining, on 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.

Opinion:

We report as under:

I. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditoc''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (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 explanation given to us by the management, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

II. Further to our comments in the Annexure referred to in paragraph I above:

a) We have obtained all the information and explanation, 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 the books.

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

d) In our opinion, Statement of Profit & Loss Account, Balance Sheet and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 with General Circular 15/ 2013 dated 13th ,September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 to the extent they are applicable to the Company.

e) On the basis of written representations received from the Directors of the Company as on 31st March, 2014, and taken on record by the Board of Directors of the Company, we report that none of the Director is disqualified as on at 31st March, 2014 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act.

1) in case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014,

2) in case of Statement of Profit & Loss Account, of the Loss of the company for the year ended on that date; and

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

Fixed Assets:

1. We are informed that the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

2. According to the representations provided to us, the company has a regular programme of physical verification of its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year.

3. During the year, the Company has not disposed off substantial part of its fixed assets to affect going concern assumption.

Inventories:

4. We are informed that, physical verification of inventory has been carried out by the management during the year. In our opinion, the frequency of verification is reasonable.

5. According to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate according to the size of the company and the nature of the business.

6. On the basis of the representation of the company, we are of the opinion that the Company is maintaining proper records of inventory.

Related party transactions:

7. According to the information and explanation given to us, the company has granted interest free unsecured loans to two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is of Rs. 3,203.71 lacs.

8. In our opinion, the terms and condition (other than rate of interest) on which loan have been granted by the company to the parties listed in the register maintained under section 301 of the Act, are prima facie not prejudicial to the interest of the company.

9. According to the information and explanations given to us, receipt of the amount is regular.

10. In our opinion and according to the information and explanations given to us, the company has taken reasonable steps, where overdue amount is more than one lac for recovery of the amount.

11. According to the information and explanations given to us, the company has taken interest free unsecured loans from two directors, three relatives of director and one firm and loan from two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is aggregated to Rs. 793.44 lacs.

12. In our opinion and according to the information and explanation given to us the terms and conditions including the rate of interest for such loan is taken are not prima facie prejudicial to the interest of the company.

13. According to the information and explanations given to us, the payment of the amount is regular.

Contracts or Arrangements with 301 Parties

14. According to the information and explanations given to us, the transactions in which directors were interested as contemplated under Section 297 and sub section (6) of section 299 of the Act, and which were required to be entered in the register maintained under section 301 of the said act, have been so entered.

15. According to the information and explanations given to us, each of these transactions exceeding the value of rupees five lacs in respect of any party during the year, are made at a price, which are reasonable having regard to the prevailing market prices at the relevant time.

Internal Controls:

16. An internal control procedure for the purchase of inventory and fixed assets and for the sale of goods has improved.

Internal Audit:

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

Deposits:

18. In our opinion and according to the information and explanations given to us, the company has complied with the provision of Section 58A and 58AA of the Act or any other relevant provisions of the Act, and the NBFC (Reserve Bank) Directors, 1998 / Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public during the earlier years. Further, as informed to us no order has been passed by the Company Law Board, National Law Tribunal, Reserve Bank of India or any other court or Tribunal.

Statutory Dues:

19. According to the information and explanations given to us, 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, custom duty, cess and other statutory dues, if any, applicable to it. As explained to us the, provision regarding service tax and excise duty is presently not applicable to the company. However undisputed amount in respect of the following dues are outstanding for a period of more than six months:

Name of Statute Nature of the Dues Amount Pending from the (Rs. in Lacs) financial year

Income Tax Act Corporate Dividend Tax 3.02 2009 - 10

Income Tax Act Corporate Dividend Tax 2.86 2010 - 11

Income Tax Act Income Tax 34.14 2009 - 10

Income Tax Act Income Tax 5.53 2010 - 11 MVAT Act Sales Tax 6.18 2011 - 12

Maharashtra Profession Act Profession Tax 1.20 2011 - 12

Maharashtra Profession Act Profession Tax 1.12 2012 - 13

Maharashtra Profession Act Profession Tax 1.06 2013 - 14

20. According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of Statute Nature of the dues and Amount Forum where period to which it (Rs. In lacs) dispute relates is pending

Custom Act, 1962 2004-05 to 2008-09 64.24 Deputy Commissioner of Customs, SEEPZ-SEZ

Accumulated / Cash losses:

21. The company does not have any accumulated losses at the year end, but has incurred cash losses during the financial year Rs. 335.76 lacs. Further during the previous year the company has not incurred any cash losses.

Default in repayment of dues:

22. According to the information and explanations given to us, the company is irregular in repayment of banks Loans.

Loans and Advances granted on the basis securities:

23. According to the records of the company and according to the information and explanations provided to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

Guarantees Given:

24. According to the information and explanations provided the company has not given any guarantee for loans taken by others from banks or financial institutions.

Sources and Application of Funds:

25. Based on our examination of the balance sheet of the company as at March 31,2014 on an overall basis and as per the information and explanation given to us, we find that no funds raised on short term basis were utilized for long term purpose.

Preferential Allotment:

26. According to the information and explanations given to us, the company has not made preferential allotments of shares to parties listed in the register maintained under section 301 of the Act.

Fraud:

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

Miscellaneous:

28. The clauses (viii), (xiii), (xiv), (xvi), (xx) of the paragraph 4 & 5 of the order are not applicable to the company and hence not reported upon.

For M.M DUBEY & Co. Chartered Accountants

M.M.DUBEY & CO PROPRIETOR Membership No. 30453

Place: Mumbai Date: 4th September, 2014

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Mar 31, 2013

We have audited the attached Balance Sheet of S.B. & T INTERNATIONAL LIMITED (" the Company") as at 31st March, 2013, the Statement of Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto.

Respective Responsibility Of The Management And The Auditor:

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.

Basis of Opinion:

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 misstatements. An audit includes examining, on 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.

Opinion:

We report as under:

I. 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 Section 227 (4A) of the Companies Act, 1956 (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 explanation given to us by the management, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

xII. Further to our comments in the Annexure referred to in paragraph I above:

a) We have obtained all the information and explanation, 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 the books.

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

d) In our opinion, Statement of Profit & Loss Account, Balance Sheet and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

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

f) In respect of investment of Rs. 750 lacs in Equity Shares of Tanvin Trade Fin Pvt. Ltd. in the absence of required information, we are unable to comment whether the relevant disclosure has been made by the company in respect of investment in a subsidiary company in the aforesaid investment and whether there is fall in the value of such investment.

g) In our opinion and to the best of information and according to the explanations given to us, subject to non confirmation of balances of debtors / creditors, loans and advances (other than subsidiaries) and some of the bank borrowings the said accounts, read together with the notes thereon, given the information required by the Act in the manner so required and, give a true and fair view in conformity with the accounting policies generally accepted in India:

1) in case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013,

2) in case of Statement of Profit & Loss Account, of the Loss of the company for the year ended on that date; and

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

9. According to the information and explanations given to us, receipt of the amount is regular.

10. In our opinion and according to the information and explanations given to us, the company has taken reasonable steps, where overdue amount is more than one lac for recovery of the amount.

11. According to the information and explanations given to us, the company has taken interest free unsecured loans from two directors, three relatives of director and one firm and loan from two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is aggregated to Rs. 684.94 lacs.

12. In our opinion and according to the information and explanation given to us the terms and conditions including the rate of interest for such loan is taken are not prima facie prejudicial to the interest of the company.

13. According to the information and explanations given to us, the payment of the amount is regular. Contracts or Arrangements with 301 Parties

14. According to the information and explanations given to us, the transactions in which directors were interested as contemplated under Section 297 and sub section (6) of section 299 of the Act, and which were required to be entered in the register maintained under section 301 of the said act, have been so entered.

15. According to the information and explanations given to us, each of these transactions exceeding the value of rupees five lacs in respect of any party during the year, are made at a price, which are reasonable having regard to the prevailing market prices at the relevant time.

Internal Controls:

16. An internal control procedure for the purchase of inventory and fixed assets and for the sale of goods has improved.

Internal Audit:

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

Deposits:

18. In our opinion and according to the information and explanations given to us, the company has complied with the provision of Section 58A and 58AA of the Act or any other relevant provisions of the Act, and the NBFC (Reserve Bank) Directors, 1998 / Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public during the earlier years. Further, as informed to us no order has been passed by the Company Law Board, National Law Tribunal, Reserve Bank of India or any other court or Tribunal.

Statutory Dues:

19. According to the information and explanations given to us, 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, custom duty, cess and other statutory dues, if any, applicable to it. As explained to us the, provision regarding service tax and excise duty is presently not applicable to the company. However undisputed amount in respect of the following dues are outstanding for a period of more than six months:

20. According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except for the following:

21. The company does not have any accumulated losses at the year end, but has incurred cash losses during the financial year Rs. 504.13 lacs. Further during the previous year the company has not incurred any cash losses.

Default in repayment of dues:

22. According to the information and explanations given to us, the company is irregular in repayment of banks Loans.

Loans and Advances granted on the basis securities:

23. According to the records of the company and according to the information and explanations provided to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

Guarantees Given:

24. According to the information and explanations provided the company has not given any guarantee for loans taken by others from banks or financial institutions.

Sources and Application of Funds:

25. Based on our examination of the balance sheet of the company as at March 31, 2013 on an overall basis and as per the information and explanation given to us, we find that no funds raised on short term basis were utilized for long term purpose.

Preferential Allotment:

26. According to the information and explanations given to us, the company has not made preferential allotments of shares to parties listed in the register maintained under section 301 of the Act.

Fraud:

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

Miscellaneous:

28. The clauses (viii), (xiii), (xiv), (xvi), (xx) of the paragraph 4 & 5 of the order are not applicable to the company and hence not reported upon.

For M.M DUBEY & Co.

Chartered Accountants M.M.DUBEY & CO

PROPRIETOR

Membership No. 30453

Place: Mumbai

Date: 25th November, 2013

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Mar 31, 2010

We have audited the attached Balance Sheet of S.B. & T INTERNATIONAL LIMITED (" the Company") as at 31st March, 2010, the Profit & Loss Account and the Cash Flow Statement of the company for the year ended on that date annexed thereto.

Respective Responsibility Of The Management And The Auditor:

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.

Basis of Opinion:

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 misstatements. An audit includes examining, on 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.

Opinion:

We report as under:

I As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (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 explanation given to us by the management, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

II. Further to our comments in the Annexure referred to in paragraph I above:

a) We have obtained all the information and explanation, 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 the books.

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

d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

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

f) In respect of investment of Rs. 750 lacs in Equity Shares of Tanvin Trade Fin Pvt. Ltd. in the absence of required information, we are unable to comment whether the relevant disclosure has been made by the company in respect of investment in a subsidiary company in the aforesaid investment and whether there is fall in the value of such investment.

g) In our opinion and to the best of information and according to the explanations given to us, subject to non confirmation of balances of debtors / creditors the said accounts, read together with the notes thereon, given the information required by the Act in the manner so required and, give a true and fair view in conformity with the accounting policies generally accepted in India:

1) in case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010,

2) in case of the Profit & Loss Account, of the Profit of the company for the year ended on that date; and

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

Fixed Assets:

1. We are informed that the company is in the process of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

2. According to the representations provided to us, the company has a regular programme of physical verification of its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year.

3. During the year, the Company has not disposed off any of its fixed assets. Inventories:

4. We are informed that, physical verification of inventory has been carried out by the management during the year. In our opinion, the frequency of verification is reasonable.

5. According to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate according to the size of the company and the nature of the business.

6. On the basis of the representation of the company, we are of the opinion that the Company is maintaining proper records of inventory. However, in the absence of proper evidence for the same, we are unable to comment upon the same.

Related party transactions:

7. According to the information and explanation given to us, the company has granted interest free unsecured loans to three companies covered in the register maintained under section 301 of the Act. The maximum-amount involved during the year is of Rs. 2,722.45 lacs.

8. In our opinion, the terms and condition (other than rate of interest) on which loan have been granted by the company to the parties listed in the register maintained under section 301 of the Act, are prima facie not prejudicial to the interest of the company.

9. According to the information and explanations given to us, receipt of the amount is regular.

10. In our opinion and according to the information and explanations given to us, the company has taken reasonable steps, where overdue amount is more than one lac for recovery of the amount.

11. According to the information and explanations given to us, the company has taken interest free unsecured loans from two directors and interest bearing loan to one firm and two companies covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is aggregated to Rs. 260.25 lacs.

12. In our opinion and according to the information and explanation given to us the terms and conditions including the rate of interest for such loan is taken are not prima facie prejudicial to the interest of the company.

13. According to the information and explanations given to us, the payment of the amount is regular. Contracts or Arrangements with 301 Parties

14. According to the information and explanations given to us, the transactions in which directors were interested as contemplated under Section 297 and sub section (6) of section 299 of the Act, and which were required to be entered in the register maintained under section 301 of the said act, have been so entered.

15. According to the information and explanations given to us, each of these transactions exceeding the value of rupees five lacs in respect of any party during the year, are made at a price, which are reasonable having regard to the prevailing market prices at the relevant time.

Internal Controls:

16. An internal control procedure for the purchase of inventory and fixed assets and for the sale of goods has improved. Internal Audit:

- 17. In our opinion, the company has an adequate internal audit system commensurate with its size and nature of its business. Deposits:

18. In our opinion and according to the information and explanations given to us, the company has complied with the provision of Section 58A and 58AA of the Act or any other relevant provisions of the Act, and the NBFC (Reserve Bank) Directors, 1998 / Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public during the earlier years. Further, as informed to us no order has been passed by the Company Law Board, National Law Tribunal, Reserve Bank of India or any other court or Tribunal.

Statutory Dues:

19. According to the information and explanations given to us, 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, custom duty, cess and other statutory dues, if any, applicable to it. As explained to us the, provision regarding service tax and excise duty is presently not applicable to the company. However undisputed amount in respect of the following dues are outstanding for a period of more than six months:

Name of Statute Nature of Dues Amount (Rs. in Lacs Pending from the year

Companies Act Investor Education & Protection Fund (Unclamed dividend) 1.08 2009 - 10

Companies Act Investor Education & Protection Fund (Unclaimed F.D. from Public) O.30 2009 - 10

Income Tax Act Corporate Dividend Tax 17.78 2006 - 07

Income Tax Act Corporate Dividend Tax 16.39 2007 - 08

Income Tax Act Corporate Dividend Tax 2.95 2008 - 09

Income Tax Act Fringe Benefit Tax 2.30 2007 - 08

Income Tax Act Fringe Benefit Tax 1.50 2008 - 09

Income TaxAct Income Tax 108.26 2006 - 07

Income Tax Act Income Tax 113.46 2007 - 08

Income Tax Act Income Tax 52.19 2008 - 09

Income Tax Act Advance Income Tax 12.51 2009-10

20. According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except for the following:

Name of the Statute Nature of the dues and Amount (Rs. in Lacs) Forum where period to which it relates dispute is pending Matters in Appeal to the Income Tax Department for Assessment year

Income Tax Act 1997-98 14.28 Bombay High Court

Income Tax Act 1999-00 62.71 I.T.A.T.

Income Tax Act 2000 - 01 45.78 I.T.A.T

Income Tax Act 2001-02 278.04 CIT (Appeal)

Income Tax Act 2002-03 72.66 I.T.A.T

Income Tax Act 2003-04 90.45 I.T.A.T.

Income Tax Act 2004-05 61.06 I.T.A.T.

Income Tax Act 2005-06 27.56 CIT (Appeal)

752.55

Accumulated / Cash losses:

21. The company does not have any accumulated losses at the year end, and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

Default in repayment of dues:

22. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank.

Loans and Advances granted on the basis securities:

23. According to the records of the company and according to the information and explanations provided to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

Guarantees Given:

24. According to the information and explanations provided to us the company had given guarantees for loans taken by 100% Subsidiary Company from banks or financial institutions. In our opinion, the terms and conditions on which guarantee was given were, prima-facie not prejudicial to the interest of the company. The aforesaid subsidiary has repaid in full the amount due to the bank during the financial year. Thus, the guarantee ceases to exist as on the Balance Sheet date.

Sources and Application of Funds:

25. Based on our examination of the balance sheet of the company as at March 31, 2010 on an overall basis and as per the information and explanation given to us, we find that no funds raised on short term basis were utilized for long term purpose.

Preferential Allotment:

26. According to the information and explanations given to us, the company has not made preferential allotments of shares to parties listed in the register maintained under section 301 of the Act.

Fraud:

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

Miscellaneous:

28. The clauses (viii), (xiii), (xiv), (xvi), (xx) of the paragraph 4 & 5 of the order are not applicable to the company and hence not reported upon.

For M. M. Dubey & Co.

Chartered Accountants

M.M. DUBEY

PROPRIETOR

Membership No. 30453

Place : Mumbai

Date : 08th September, 2010

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Mar 31, 2009

We have audited the attached Balance Sheet of S.B. & T INTERNATIONAL LIMITED (" the Company") as at 31" March, 2009, the Profit & Loss Account and the Cash Flow Statement of the company for the yeat ended on that date annexed thereto, Respective Responsibility Of The Management And The Auditor:

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.

Basis of Opinion:

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 misstatements. An audit includes

examining, on 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.

Opinion:

We report as under:

I As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956 (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 explanation given to us by the management, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

II. Further to our comments in the Annexure referred to in paragraph I above:

a) We have obtained all the information and explanation, which to the best of our knowledge and belief were necessary for tne 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 the books.

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

d) In our opinion, the Profit & Loss Account, Balance Sheet and Cash Flow Statement comply with Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 to the extent they are applicable to the Company.

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

f) In respect of investment of Rs. 750 lacs in Equity Shares of Tanvin Trade Fin Pvt. Ltd. in the absence of required information we are unable to comment whether the relevant disclosure has been made by the company in respect of investment in a subsidiary company in the aforesaid investment and whether there is fall in the value of such investment.

g) In our opinion and to the best of information and according to the explanations given to us, subject to non confirmation of balances of debtors / creditors the said accounts, read together with the notes thereon, given the information required by the Act in the manner so required and, give a true and fair view in conformity with the accounting policies generally accepted in India:

1) in case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009,

2) in case of the Profit & Loss Account, of the Profit of the company for the year ended on that date; and

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

Fixed Assets:

1. We are informed that the company is in the process of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

2. According to the representations provided to us, the company has a regular programme of physical verification of its fixed assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. In accordance with this programme, certain fixed assets were physically verified by the Management during the year.

3. During the year, the Company has not disposed off any of its fixed assets. Inventories:

4. We are informed that, physical verification of inventory has been carried out by the management during the year. In our opinion, the frequency of verification is reasonable.

5. According to the information and explanations given to us, the procedure of physical verification of inventory followed by the management is reasonable and adequate according to the size of the company and the nature of the business.

6. On the basis of the representation of the company, we are of the opinion that the Company is maintaining proper records of inventory. However, in the absence of proper evidence for the same, we are unable to comment upon the same.

Related party transactions:

7. According to the information and explanation given to us, the company has granted interest free unsecured loans during the year to one company covered in the register maintained under section 301 of the Act. The maximum amount involved during the year is of Rs. 1774.98 lacs.

8. In our opinion, the terms and condition (other than rate of interest) on which loan have been granted by the company to the parties listed in the register maintained under section 301 of the Act, are prima facie not prejudicial to the interest of the company.

9. According to the information and explanations given to us, receipt of the amount is regular.

10. In our opinion and according to the information and explanations given to us, the company has taken reasonable steps, where overdue amount is more than one lac for recovery of the amount.

11. According to the information and explanations given to us, the company has taken interest free unsecured loans from two directors, one firm and three companies covered in the register maintained under section 301 of the Act. The maximum amount involved during Ihe year is aggregated to Rs. 514.18 lacs.

12. In our opinion and according to the information and explanation given to us the terms and conditions (other than the rate of interest) for such loan is taken are not prima facie prejudicial to the interest of the company.

13. According to the information and explanations given to us, the payment of the amount is regular. Contracts or Arrangements with 301 Parties

14. According to the information and explanations given to us, the transactions in which directors were interested as contemplated under Section 297 and sub section (6) of section 299 of the Act, and which were required to be entered in the register maintained under section 301 of the said act, have been so entered.

15. According to the information and explanations given to us, each of these transactions exceeding the value of Rupees Five Lacs in respect of any party during the year, are made at a price, which are reasonable having regard to the prevailing market prices at the relevant time.

Internal Controls:

16. An internal control procedure for the purchase of inventory and fixed assets and for the sale of goods has improved Internal Audit:

17. In our opinion, the company has an adequate internal audit system commensurate with its size and nature of its business. Deposits:

18. In our opinion and according to the information and explanations given to us, the company has complied with the provision of Section 58A and 58AA of the Ac: or any other relevant provisions of the Act, and the NBFC (Reserve Bank) Directors, 1998 / Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from public during the earlier years. Further, as informed to us no order has been passed by the Company Law Board, National Law Tribunal, Reserve Bank of India or any other court or Tribunal.

Statutory Dues:

19. According to the information and explanations given to us, 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, custom duty, cess and other statutory dues, if any, applicable to it. As explained to us the, provision regarding service tax and excise duty is presently not applicable to the company. However undisputed amount in respect of the following dues are outstanding for a period of more than six months:

(Rs. in Lacs)

Name of Statute Nature of Dues Amount (in Rs.) Pending from the year

Companies Act Investor Education & Protection Fund 0.62 2008-09

Income Tax Act Corporate Dividend Tax 13.89 2006-07

Income Tax Act Corporate Dividend Tax 15.28 2007-08

Income Tax Act Fringe Benefit Tax 2.30 2007-08

Income Tax Act Advance Fringe Benefit Tax 0.68 2008-09

Income Tax Act Income Tax 88.81 2006-07

Income Tax Act Income Tax 101.53 2007-08

Income Tax Act Advance Income Tax 20.14 2008-09

20. According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty, excise duty and cess which have not been deposited on account of any dispute except for the following:

(Rs. in Lacs) Name of the Statute Nature of the dues and Amount (in Rs.) Forum where period to which it relates dispute is pending

Income Tax Matters in Appeal to the Income Tax Department for Assessment Year:

Income Tax Act 1997-98 14.28 Bombay High Court

Income Tax Act 1999-00 1.65 AO, IT Dept

Income Tax Act 2000-01 45.78 AO. IT Dept

Income Tax Act 2001-02 278.04 CIT (Appeal)

Income Tax Act 2002-03 34.27 AO, IT Dept.

Income Tax Act 2003-04 190.45 AO, IT Dept.

income Tax Act 2004-05 61.06 AO. IT Dept.

Income Tax Act 2005-06 27.56 CIT (Appeal) 653.09

Accumulated / Cash losses:

21. The company does not have any accumulated losses at the year end, and has not incurred any cash losses during the financial year and in the immediately preceding financial year.

Default in repayment of dues:

22. According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank

Loans and Advances granted on the basis securities:

23. According to the records of the company and according to the information and explanations provided to us, we are of the opinion that the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities

Guarantees Given:

24. According to the information and explanations provided to us the company has given guarantees for loans taken by 1 00% Subsidiary Company from banks or financial institutions. In our opinion, the terms and conditions on which guarantee is given are prima-facie not prejudicial to the interest of the company.

Sources and Application of Funds:

25. Based on our examination of the balance sheet of the company as at March 31, 2009 on an overall basis and as per the information and explanation given to us. we find that no funds raised on short term basis were utilized for long term purpose.

Preferential Allotment:

26. According to the information and explanations given to us, the company has not made preferential allotments of shares to parties listed in the register maintained under section 301 of the Act. However, the company has made preferential allotment of warrants to be converted into equity shares at a later date. In our opinion the price at which shares warrants have been issued is not prejudicial to the interest of the Company

Fraud:

27. Based upon the audit procedures performed and information and explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the course of pur audit.

Miscellaneous:

28. The clauses (viii), (xiii). (xiv), (xvi), (xx) of the paragraph 4 & 5 of the order are not applicable to the company and hence not reported upon.

For.M.M. Dubey & Co. Chartered Accountants M.M.Dubey Proprietor Membership No. 30453 Place : Mumbai Date: 25th November, 2009.