Auditor Report of Sampann Utpadan India Ltd.

Mar 31, 2016

TO,

THE MEMBERS OF

M/s S. E. POWER LIMITED

VADODARA

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of M/s S. E. POWER LIMITED (the Company) which comprise of the Balance Sheet as at 31^st March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for The Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2016;

2. In the case of the statement of profit and loss, of the loss for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

c. The audit of all the branch offices of the Company has been conducted by us, hence section 143 (8) is not applicable;

d. 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;

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

f. On the basis of written representations received from the directors as on 31^st March, 2016, taken on record by the Board of Directors, none of the directors are disqualified as on 31^st March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

g. With respect to the adequacy of internal financial control over financial reporting of the company and operating effectiveness of such control. The Company has proper internal control system.

h. With respect to the other matters included in the Auditor’s Report in accordance with Rule

11 of the Companies (Audit and Auditor’s) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

ANNEXURE TO AUDITOR’S REPORT OF

M/s S. E. POWER LIMITED (Referred to in our Report of even date for F. Y. 2015-16)

i. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

As explained to us, the fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, the title deeds of immovable properties are held in the name of the company.

ii. As explained to us, inventories have been physically verified by the management at reasonable interval.

In our opinion and according to information and explanations given to us, no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured to companies, firms, LLP or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

iv. According to the information and explanations given to us, the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security have been complied with.

v. Directives issued by Reserve Bank of India and Provisions of Section 73 to 76 or any other relevant provisions of The Companies Act, 2013 and the ruled framed there under are not applicable to the Company.

vi. Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the company.

vii. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

There are no dues of Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty and Value Added Tax on account of any dispute.

viii. The Company has not defaulted in the repayment of loans or borrowings to a Financial Institution or Bank or Government or due to Debenture holders.

ix. According to the information and explanations given to us, the Company had not raised money by way of initial public offer or further public offer during the year. The term loan raised during the year has been utilized for the purpose for which it has been taken.

x. According to the information, explanations given to us, no fraud by the company or any fraud on the company by its officers or employees has been noticed or reported during the year.

xi. According to the information & explanations given to us, provision of section 197 read with Schedule V to the Companies Act, 2013 for managerial remuneration paid or provided have been complied with.

xii. According to the information & explanation given to us, the Company is not Nidhi Company; therefore this clause is not applicable to the company.

xiii. According to the information & explanation given to us, the provisions of section 177 and188 of the Companies Act, 2013 regarding transaction with related parties have been complied with and details of the transaction as per applicable accounting standard have been disclosed in the notes to accounts of the financial statements.

xiv. According to the information & explanation given to us, this clause is not applicable to the company because the company has not made preferential allotment or private placement of share or fully or partly convertible debenture during the year.

xv. According to the information & explanation given to us, no non-cash transactions with directors or persons connected with him, have been taken place during the year, hence the provisions of section 192 of the Companies Act, 2013 are not applicable to the company.

xvi. According to the information & explanation given to us, the company does not require to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

Place : Vadodara For P M S & Co.

Date : 27^th May, 2016 Chartered Accountants

Firm Reg. No. 013398C

Sd/-

CA. ABHISHEK GUPTA

Partner

M. No. 407582

---

Mar 31, 2015

We have audited the accompanying financial statements of M/s S. E. POWER LIMITED (the Company) which comprise the Balance Sheet as at 31st March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under .

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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:

1. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March 2015;

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

3. In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date;

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-Section (11) of Section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it appears from our examination of those books;

c. The audit of all the branch offices of the Company has been conducted by us, hence section 143 (8) is not applicable;

d. 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;

e. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

g. W ith respect to the adequacy of internal financial control over financial reporting of the Company and operating effectiveness of such control. The Company has proper internal control system.

h. With respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company does not have any pending litigations which would impact its financial position.

ii) The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.

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

i. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

As explained to us, the fixed assets have been physically verified by the management at reasonable interval. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to information and explanations given to us, no substantial disposal of fixed assets has been made during the year.

ii. As explained to us, inventories have been physically verified by the management at reasonable interval.

In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

In our opinion and according to information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iii. The Company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013.

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 with regard to purchase of inventory and fixed assets, sale of goods and services. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal control system.

v. According to information and explanations given to us, the Company has not accepted any deposits from the public. Therefore the provisions of Clause (V) of paragraph 3 of the order are not applicable to the Company.

vi. Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the company.

vii. According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Employees State Insurance, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

There has been no delay in transferring amounts to the Investor Education and Protection Fund by the Company as per Companies Act 1956 and the Rules framed there under.

viii. Since a period of five years has not elapsed since the date of incorporation as at the balance sheet date, no comment is required under clause (viii) of paragraph 3 of the Order regarding the erosion of 50% or more of net worth and cash losses in the current and immediately preceding financial years.

ix. The Company has not defaulted in the repayment of dues to a Financial Institution or Bank or Debenture holders.

x. According to information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks/financial institutions.

xi. In our opinion and according to information and explanations given to us, the Company has applied the Term Loans for the purpose for which the loans were obtained.

xii. According to the information & explanations given to us, in the nature of the business of the Company, no fraud on or by the Company has been noticed or reported during the year.

Place : Delhi For P M S & Co.

Date : 28-05-2015 Chartered Accountants

Firm Reg. No. 013398C

Sd/-

(CA. ABHISHEK GUPTA)

Partner

M. No. 407582

---

Mar 31, 2014

We have audited the accompanying financial statements of M/S S. E. POWER LIMITED which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss, the Cash Flow Statement for the year ended and a summary of significant accounting policies and other explana- tory 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 ac- cordance 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 state- ments that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Char- tered 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 state- ments are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and dis- closures in the financial statements. The procedures selected depend on the auditors'' 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 account- ing estimates made by the management, as well as evaluating the overall presentation of the finan- cial 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:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

2. In the case of the statement of profit and loss, of the loss for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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;

bb. There is no branch of the company, hence clause 228(3) (c) is not applicable.

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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2014, from being appointed as a director in terms of clause (g) of sub-Section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS'' REPORT IN THE CASE OF M/S S. E. POWER LIMITED (Referred to our report of even date for F.Y. 2013-14)

(i) In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us, all the fixed assets have been physically verified by the manage- ment during the year in a phased periodical manner, which in our opinion is reason- able, having regard to the size of the company and nature of its assets. According to the information and explanations given to us, no material discrepancies were noticed on such physical verification.

(c) During the year, the Company has disposed off a substantial part of its fixed assets but the going concern status of the company is not affected.

(ii) In respect of Inventories:

(a) The inventories have been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventories.

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

(a) The Company has not taken loan secured or unsecured from the companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

(b) The Company has not granted loan secured or unsecured to companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956 as on the year end.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for the sale of goods and services. Dur- ing the course of our audit, we have not observed any continuing 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, in our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of the section 301 of the Act have been so entered and the transactions have been made at price, which are reason- able with regard to the prevailing market price at the relevant time.

(vi) According to information and explanations given to us, the company has not accepted any deposits from the public. Therefore the provisions of Clause (VI) of paragraph 4 of the order are not applicable to the Company.

(vii) In our opinion, the Company has an adequate Internal Audit System commensurate with nature and size of its business.

(viii) According to the information provided, the Cost records have been prescribed by the Cen- tral Government under section 209 (1) (d) of the Companies Act, 1956 and all such records are being made and maintained by the Company.

(ix) In respect of Statutory dues:

(a) According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection fund, Employees State Insurance, Wealth Tax, Sales Tax, Custom Duty, Ex- cise Duty, Provident Fund etc. outstanding as at the last day of financial year con- cerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of In- come tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess, which have not been deposited on account of any dispute.

(x) The Company does not have any accumulated losses at the end of the financial year. How- ever, the Company has incurred cash losses during the current financial year but has not incurred cash losses in the preceding financial year.

(xi) According to records of Company examined by us and information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to any financial institution, bank or debenture holder.

(xii) In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the company on the basis of secu- rity by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund /nidhi /mutual benefit fund /society There- fore, the clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

(xiv) According to the information and explanation given to us, the Company is not dealing or trading in shares, securities, debentures and other investments.

(xv) According to the information given to us the Company has not given corporate guarantee for loans taken by other from banks/financial institutions.

(xvi) In our opinion and according to information and explanations given to us, the company has applied the term loan for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us, on an overall basis during the year funds raised on short term basis prima facie, have not been used for long term investments.

(xviii) The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained U/s 301 of the Companies Act, 1956.

(xix) The Company has not issued debentures during the year.

(xx) The Company has not raised any fund by way of public issue during the year.

(xxi) In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

Place : Delhi For P M S & Co. Date : 30.05.2014 Chartered Accountants Firm Reg. No. 013398C

Sd/- (CA. SHILPI AGARWAL) Partner Membership No. 405692

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with 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 auditors'' 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 the management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

1. In the case of the balance sheet, of the state of affairs of the Company as at 31 March 2013;

2. In the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, 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 sub-section (3C) of Section 211 of the Companies Act, 1956; and

e. On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate which the cess is to be paid under section 441A of the Companies Act,1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

1. In respect of fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

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

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

2. The Company has no Inventory during the year.

3. In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered under section 301 of the Companies Act, 1956.

(a) The Company has not taken loan secured or unsecured from the companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956.

(b) The Company has not granted loan secured or unsecured to companies, firms or other parties listed in the register maintained U/s 301 of the Companies Act, 1956 as on the year end.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business for the purchase of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. In respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, in our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of the section 301 of the Act have been so entered and the transactions have been made at price, which are reasonable with regard to the prevailing market price at the relevant time.

6. According to information and explanations given to us, the Company has not accepted any deposits from the public. Therefore the provisions of Clause (VI) of paragraph 4 of the order are not applicable to the Company.

7. In our opinion, the Company has an adequate Internal Audit System commensurate with nature and size of its business.

8. The Cost records have been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956 and all such records are being made and maintained by the Company.

9. In respect of Statutory dues:

(a) According to the information and explanations given to us, the Company has been regular in depositing with appropriate authorities undisputed statutory dues and there are no undisputed amounts of Income Tax, Service Tax, Cess, Investor Education and Protection fund, Employees State Insurance, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, Provident Fund etc. outstanding as at the last day of financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income tax, Sales tax, Wealth tax, Service tax, Customs duty, Excise duty and Cess, which have not been deposited on account of any dispute.

10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year covered by the audit and in the immediately preceding financial year.

11. According to records of the Company examined by us and information and explanations given to us, we are of the opinion that the Company has not defaulted in the repayment of dues to a financial institutions, banks or debenture holders.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund /nidhi /mutual benefit fund /society. Therefore, the clause (xiii) of paragraph 4 of the Order is not applicable to the Company.

14. In our opinion and according to the information given to us, the Company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities, debentures and other investments and timely entry have been made therein. All shares, securities, debentures and other investments are held in Company''s own name.

15. According to the information given to us the Company has not given corporate guarantee for loans taken by other from banks/financial institutions.

16. In our opinion and according to information and explanations given to us, the Company has applied the term loan for the purpose for which the loans were obtained.

17. According to the information and explanations given to us, on an overall basis during the year funds raised on short term basis prima facie, have not been used for long term investments.

18. The Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained U/s 301 of the Companies Act, 1956.

19. The Company has not issued debentures during the year.

20. The Company has not raised any funds by way of public issue during the year.

21. In our opinion and according to information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

FOR P M S & Co. Chartered Accountants

Firm Reg. No. 013398C

(CA. MANISH AGARWAL)

Partner

Membership No. 403636

Place : Delhi

Date: 20.05.2013