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Auditor Report of Silver Oak (India) Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Silver Oak ( India ) 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 the 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 maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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, of the state of affairs of the Company as at 31st March, 2015, and its profit and loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements — Refer Note 28 (c) to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts.

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" of our Independent Auditors' Report to the member of the Company on the financial statements for the year ended 31st March 2015, we report that :

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

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

(b) In our opinion and according to the information and explanations given to us, the procedure 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) The Company has maintained proper records of inventory and the discrepancies noticed on verification between the physical stocks and book records were not material and have been properly dealt with in the books of account.

3. (a) The Company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act') .Accordingly, paragraph iii(a) and iii(b) of the order is not applicable to the company.

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

5. The Company has not accepted any deposit from the public as governed by the provision of Section 73 to 76 or any other relevant provision of the Companies Act, 2013 and rules framed their under.

6. The Central Government has not prescribed the maintenance of cost records under section 148 (1) of the companies Act , 2013 ("the act").

7. (a) According to the information and explanation given to us and on the basis of our examination of the record of the company, amounts deducted /accrued in the books of account in respect of undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, Value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities..

(b) According to the information and explanations given to us, there is no undisputed amount payable in respect of income tax, sales tax, wealth tax, service tax, custom duty, excise duty, value added tax and cess and other material statutory dues were in arrears, as at 31st March 2015 for a 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 material dues of wealth tax, duty of customs and cess , Income -tax , Service tax ,Value added tax , Sales -tax have not been deposited with appropriate authorities on account of any dispute . However, according to information and explanation given to us , the following dues of Excise duty and Central Sales tax have not been deposited by the Company on account of disputes :

Name of Statute Nature of Amount Period to Dues (in Rs.) which amount relates

M.P. Excise Act 1915 Duty 632812.00 2010-11

M.P. Excise Act 1915 Penalty 45000.00 2010-11

M.P. Excise Act 1915 Duty 545400.00 2011-12

M.P. Excise Act 1915 Penalty 45000.00 2011-12

M.P. VAT CST 232895.00 2011-12

Name of Statute Forum where disputes pending

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

M.P. VAT High Court ,M.P.

(d) According to the information and explanations given to us, No amount were required to be transferred to investor education and protection fund in accordance with the relevant provision of the companies Act.

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

9. According to information and explanation given to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks

10. According to information and explanations given to us, we are of the opinion that the company has not given any guarantee for loans taken by others from banks & other financial institutes

11. According to the information and explanation given to us, on an overall basis, the term loans were applied for the purpose for which they were obtained.

12. In our opinion and 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 : O.T. GANDHI & COMPANY Chartered Accountants Firm's Registration No. 001120C

Sameep Gandhi Partner Membership number 411107 Indore, May 30, 2015


Mar 31, 2014

1. We have audited the accompanying financial statements of Silver Oak ( India) Limited ("the Company"), 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

2. 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 ") read with the General Circular 15/2013 dated 13th September 2013 of 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 of error.

Auditor Responsibility

3. 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 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 misstatements.

4. 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 risk 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 exepressing on openion on the effectiueness 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.

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

Opinion

6. In our opinion and to the best of our information and according to the explanation 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 Balance Sheet , of the state of affairs of the Company as at March 31,2014;

(b) In the case of the Statement of 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 the date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies ( Auditor''s Report ) Order , 2003 ; as amended by the '' the Companies ( Auditors'' Report) (Amendment) Order 2004; issued by the Central Government of India in terms of sub –section (4A) of section 227 of the Act. we given in the Annexure a statement of the matters specified in Paragraphs 4 and 5 of the Order.

8. 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 book;

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) ofSection 211 of the Companies Act, 1956 ; to the extent applicable .

e. On the basis of written representation 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 director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956 ;

ANNEXURE TO THE INDEPENDENT AUDITORS REPORT

Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirement" of our report of even date

1. (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 once 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) 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. (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 and according to the information and explanations given to us, 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) The Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. According to the information and explanation given to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (a) to (d) of the Order are not applicable to the Company and hence not commented upon.

4 According to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (e) to (g) of the Order are not applicable to the Company and hence not commented upon.

5. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of our Audit, we have not observed any continuing failure to correct major weakness in internal controls.

6. (a) Based on the audit procedures performed by us we are of the opinion that transactions need to be entered in to register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanation given to us, these transactions have been made at price, which are reasonable having regard to prevailing market price at the relevant time.

7. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed their under.

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

9. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Record) Rules, 2011 prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

10. (a) According to the record of the Company, the undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty and Excise Duty, cess have regularly been deposited with the appropriate authorities. There are no significant undisputed amount payable in respect of such statutory dues which have remained outstanding as at March 31,2014 for a period more than six months from the dare they become payable.

(b) The disputed statutory dues aggregating Rs. 12.68 Lac that have been deposited on account of disputed matter pending before appropriate authorities as under

Name of Statute Nature of Amount Period to Dues which amount relates

M.P. Excise Act 1915 Duty Rs. 632812.00 2010-11

M.P. Excise Act 1915 Penalty Rs. 45000.00 2010-11

M.P. Excise Act 1915 Duty Rs. 545400.00 2011-12

M.P. Excise Act 1915 Penalty Rs. 45000.00 2011-12

Name of Statute Forum where disputes pending

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

M.P. Excise Act 1915 High Court ,M.P.

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

12. Based on our audit procedures and according to information and explanations give to us, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution and banks.

13. In our opinion and according to the explanations given to us and based on the information available, the company has not granted loans and advance on the basis of security by way of pledge of shares, debenture and other securities.

14. The provision of any special statute applicable to chit fund/nidhi/Mutual benefit fund/Societies are not applicable to the Company.

15. In our opinion the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4(XIV) of the Companies (Auditor Report) order 2003 are not applicable to the company.

16. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions.

17. Based on information and explanation given to us, on an overall basis, the term loans were applied for the purpose for which they were obtained.

18. According to the information and explanation given to us and on an overall examination of the Books of accounts and Balance Sheet of the company, we are of the opinion, prima facie that there are no funds raised on short-term basis which have been used for long term investments.

19. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

20. The company has not issued debentures during the year.

21. The Company has not raised money by way of public issue during the year.

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

FOR O.T. GANDHI & COMPANY Chartered Accountants Firm Registration No. 001120C

Place : Indore Dated : May 29, 2014 Sameep Gandhi Partner Membership No. 411107


Mar 31, 2012

1. We have audited the attached Balance Sheet of Silver oak (India) Limited as at 31st March 2012, the Statement of Profit & Loss Account and 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentations. We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred in paragraph 3 above we report that:

a) We have obtained all the information & explanation, which to the best of our knowledge & belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examinations of such books.

c) The Balance Sheet and Statement ofProfit & Loss Account dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet and Statements ofProfit & Loss Account dealt with by this report comply with the Accounting Standards notified in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the Directors, as on March 31,2012 and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31,2012 from being appointed as Director in terms of clause (g) of sub-section (1) of section 274 of the Act; .

f) Subject to above, in our opinion and to the best our information and according to the explanation given to us , the said financial statements together with the notes thereon and attached thereto, give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India

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

(ii) In the case of the Statement ofProfit and Loss Account, of the profit for the year ended on that date; and

(iii) In the case of the cash flow statement, of the cash flow of the company for the year ended on that date;

ANNEXURE TO THE AUDITORS REPORT

[Annexure referred to in paragraph 3 of our report of even date to the members of Silver Oak (India) Limited on the financial statements for the year ended March 31,2012 ]

1. (a) The Company has maintained proper records showing full particulars including, quantitative details and Situation of fixed assets.

(b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency verification is reasonable.

(c) The fixed assets which were disposed off during the year do not form substantial part of fixed assets owned by the company.

2. (a) The inventory has been physically verified by the management at reasonable intervals during the year.

In our opinion the frequency of verification is reasonable.

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. (a) The Company has not granted any loan, secured or unsecured to / from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken loan secured or unsecured from any party covered in the register maintained under section 301 of the companies Act, 1956

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to the purchase ofinventory, fixed assets and with regard to the sale of goods. During the course of our Audit we have not observed any continuing failure to correct major weakness in internal controls.

5. (a) In our opinion and according to the information and explanation given to us, transaction that need to be entered in to register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanation given to us, these transactions have been made at price, which are reasonable having regard to prevailing market price at the relevant time.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of Section 58A and 58AA of the Companies Act, 1956 and rules framed their under.

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

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt, under section 209 (1) (b) of the Companies Act, 1956

9. (a) The company is regular in depositing with the appropriate authorities undisputed statutory dues including income tax, sales tax, investor education and protection fund, employee state insurance, service tax, wealth tax, custom duty, excise duty, cess and other material statutory dues pplicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2012 for a period of more than six months from the date ofbecoming payable.

(b) According to the information and explanations given to us, following dues have not been deposited on account of disputed matters pending before appropriate authorities are as under.

Name of Nature of Amount the status the dues Amount relates

M.P. Excise Act 1915 Duty Rs. 632812.00

M.P. Excise Act 1915 Penalty Rs. 45000.00

M.P. Excise Act 1915 Duty Rs. 545400.00

M.P. Excise Act 1915 Penalty Rs. 45000.00

Name of the Status Period to which Forum where disputes dispute is pending pending

M.P.Excise Act 1915 2010-2011 Revenue Board, MP.

M.P. Excise Act 1915 2010-2011 Revenue Board, MP.

M.P. Excise Act 1915 2011-2012 Revenue Board, MP.

M.P. Excise Act 1915 2011-2012 Revenue Board, MP.

10. In our opinion and according to the information and explanation given to us, the company does not have accumulated losses as at 31st March 2012 and has not incurred any cash loss during the financial year ended on that date and the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution and banks.

12. According to the information and explanation given to us, the Company has not granted 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 in clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments and hence requirement of paragraph 4(XIV) are not applicable to the company.

15. According to the information and explanation given to us, the company has not given any guarantee for loans taken by others from the banks and financial institutions.

16. The Company has raised new term loan during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purpose for which they were raised.

17. According to the information and explanation given to us and on an overall examination of the Books of accounts and Balance Sheet of the company, we are of the opinion, prima facie that there are no funds raised on short-term basis which have been used for long term investments.

18. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued debentures the questions of creation of securities for debenture dose not arise.

20. The company has not raised any funds by Public issue; clause (xx) of the order is not applicable.

21. 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.

Place; Indore For O.T. GANDHI & COMPANY

Date: August 28,2012 Chartered Accountants

Firm Registration No. 001120C

SAMEEP GANDHI

Partner

Membership .No. 411107


Mar 31, 2010

We have audited the attached Balance Sheet of Silver Oak (India) Limited, Indore as at 31st March, 2010 and also the Profit & 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 statement 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 estimateds made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

(1) 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 & 5 of the said order.

(2) Further to our comments in the annexure referred to above, we report that:

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

(B) In our opinion, proper books of accounts as required by law have been kept by the Company so far as it appears from our examination of such books.

(Cj The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts.

p) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement, dealt with by this report comply with the Accounting Standards referred in sub-section (3C) of section 211 of the Companies Act, 1956.

(E) On the basis of written representations received from the Directors, as on 31 st March, 2010, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(F) As Stated in note no. 18 of Schedule no. 20 Sundry debtors includes old out standing agreegating Rs. 1,65,370.00 for which no provision has been made in the accounts. For the reasons stated there in. The company is of the opinion that amounts are fully recoverable.

Subject to above, in our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with notes thereon 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 principals generally accepted in India.

(i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010 and

(ii) In the Profit and Loss account of the profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 1 thereof) Annexure referred to in paragraph 3 of our report of even date :

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

(b) The Fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(c) None of the substantial part of fixed assets has been disposed off during the year.

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

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

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and book records were not material

3. (a) The Company has not granted any loans, secured or unsecured to / from companies, firms or parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has taken loan secured or unsecured from one party covered in the register maintained under section 301 of the companies Act, 1956 and the maximum amount outstanding during the year is 31,19,720.00

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 nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods. During the course of audit we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) In our opinion and according to the information and explanations given to us, transactions that need to be entered into a register in pursuance of 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, these transactions have been made at prices, which are reasonable having regard to prevailing market price at the relevant time.

6. The company has not accepted any deposit from the public and hence directives issued by the reserve bank of India, the provision of section 58 A and 58 AA of the companies act 1956 and Rules framed there under are not applicable for the year under audit.

7. The company has a system of internal audit which, in our opinion, is commensurate with its size and nature of it business.

8. According to the information and explanations given to us, we are of the opinion that no cost records maintenance has been prescribed by the Central Govt, under Section 209(1) (b) of the Companies Act. 1956.

9. According to the information and explanations given to us, no undisputed amount payable in respect of provident fund, investor education fund, employees state insurance, income tax, wealth tax, custom duty, excise duty, cess and any other statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they become payable.

10 .The company has accumulated losses less then 50% of its net worth at the end of financial year. The company has not incurred any cash loss in the current financial year and immediately preceding previous this financial year covered by our audit.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to the financial institution and banks.

12. According to the information and explanations given to us, the company has not granted loan and advances on the basis of security by way of pledge of snares, debentures and other securities.

13. As the company is not a Nidhi / Mutual benefit Fund / Society, the reporting requirement under point no. (xiii) are not applicable to the company.

14. The Company is not dealing or trading in trading in shares, security, debenture and other investments.

15. According to the information and explanations given to us, the company has not given any guarantee for Joans taken by others from the banks and financial institutions.

16. In our opinion,there were no term loan obtained by company in the preceding year hence clause 16 not applicable.

17. According to the information and explanations given to us and on an overall examination of the Books of Accounts and Balance Sheet of the company, we report that funds raised on short-term basis have not been used for long term investment. No long-term funds have been used to finance short-term assets except permanent working capital

18. The company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under Section 301 of the companies Act, 1956.

19. The company has not issued debentures to the raise the funds.

20. The company has not raised any funds by Public Issue during the year.

21. According to the information and explanations given to us, we are report that there is no fraud on or by the company has been noticed or reported during the course of our audit.

PLACE : INDORE For O.T. GANDHI & COMPANY

DATE : 2th September 2010 CHARTERED ACCOUNTANTS

FRN NO.001120C

(Sameep Gandhi)

PARTNER M. No. 411107