Auditor Report of Sterling International Enterprises Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF,

STERLINGINTERNATIONALENTERPRISES LIMITED Report on the Standalone Financial Statements

I have audited the accompanying standalone financial statements of STERLING INTERNATIONAL ENTERPRISES LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the 9 months ended on that date, and a summary of significant accounting policies and other explanatory information.

1. 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 provisions of the Act for safeguarding of 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 these standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

2. Auditor''s Responsibility

My responsibility is to express an opinion on these standalone financial statements based on my audit.

I 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone financial statements that give 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.

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

3. Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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, of the state of affairs of the company as at March 31,2016, and its profit and its cash flows for the period ended on that date.

4. 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 Act, I give in Annexure ''A'', a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are

in agreement with the books of account.

d) In my 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.

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

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate Report in Annexure ''B''; and

g) With respect to the other matters to be included in the Independent Auditor''s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:

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

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

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

Report on Companies (Auditor''s Report) Order, 2016 (''the Order'') issued by the Central Government in terms of Section 143(11) of the Companies Act, 2013 (''the Act'') of Sterling International Enterprises Limited (''the Company'').

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

(b) The Company has regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In my opinion, this periodicity of physical verification 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 verified during the period and no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to me and on the basis of my examination of the records of the Company, title deeds of immovable properties are held in the name of the Company.

(ii) As explained to me, the inventories were physically verified during the period by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.

(iii) In my opinion and according to information and explanations given to me, the Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Act. Therefore, the provisions of Clause 3(iii) (a), (iii) (b) and

(iii)(c)of the said Order are not applicable.

(iv) In my opinion and according to information and explanations given to me, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) In my opinion and according to the information and explanations given to me, the Company has not accepted any deposits from the public in accordance with the provisions of sections 73 to 76 of the Act and the rules framed there under to the extent notified.

(vi) The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, for any of the products or services rendered by the Company.

(vii) According to the information and explanations given to me, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues applicable to it with the appropriate authorities.

There were no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise, Cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from the date they became payable.

(b) There were no dues of Income Tax, Sales Tax, Service Tax, Value Added Tax, duty of Customs, duty of Excise and Cess which have not been deposited as at March 31,2016 on account of dispute.

(viii) As the company does not have any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures, as at the balance sheet date, the provisions of clause 3(viii) of the Order are not applicable to the Company.

(ix) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the period. Accordingly, the provisions of clause 3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to me, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of my audit.

(xi) According to the information and explanations given to me and based on my examination of the records, the Company has not paid / provided for managerial remuneration during the period.

(xii) In my opinion and according to the information and explanations given to me, the Company is not a Nidhi Company and hence provisions of Clause 3(xii) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given by the management, there are no transactions with the related parties during the period.

(xiv) According to the information and explanations given to me and based on my examinations of the records, the Company has not made any preferential allotment or private placement of share or fully or partly convertible debentures during the period under review and hence provisions of clause 3(xiv) of the Order are not applicable to the Company.

(xv) According to the information and explanations given to me, during the period the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of clause 3(xv) of the Order are not applicable to the Company.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act, 1934.

(Referred to in paragraph 2(f) under'' Report on Other Legal and Regulatory Requirements'' of my report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

I have audited the internal financial controls over financial reporting of STERLING INTERNATIONAL ENTERPRISES LIMITED ("the Company") as of March 31,2016 in conjunction with my audit of the standalone financial statements of the Company for the 9 months ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor''s Responsibility

My responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on my audit. I conducted my audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the ICAI. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31,2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For H. S. Hathi & Co.

Mumbai : May 27, 2016 ^{Firm Registration N}°.^103596W

Chartered Accountants

Hemant S. Hathi

Membership No. 037109

Proprietor

---

Jun 30, 2015

I have audited the accompanying financial statements of STERLING INTERNATIONAL ENTERPRISES LIMITED, which comprise the Balance Sheet as at 30th June, 2015, the Statement of Profit & 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 Flow 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 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

My responsibility is to express an opinion on these financial statements based on my audit.

I 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.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give 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. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid financial statements give the information required by the Companies Act, 2013 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 30th June, 2015, and its profit 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 of sub Section (11) of section 143 of the Companies Act 2013, I 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, I report that:

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

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

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

d) In my 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.

e) On the basis of written representations received from the directors as on 30th June, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 30th June, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the companies (Audit & Auditors) Rules, 2014, in my opinion and to the best of my information and according to the explanations given to me:

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

ii. The company did not have any material foreseeable losses on long term contracts including derivative contracts.

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

ANNEXURE Referred to in paragraph 1 under Report on other Legal and Regulatory Requirements of my Report of even date to the members of Sterling International Enterprises Limited on the accounts as at and for the period ended 30th June, 2015

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in my opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(ii) In respect of the inventories of the company:

(a) As per the information and explanations given to me, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clause is not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) The Company has not granted any secured or unsecured loans to any company or party covered in the register maintained under section 189 of the Companies Act, 2013.

(iv) According to the information and explanations given to me, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and Services.

(v) The Company has not accepted any deposits from public and does not have any unclaimed deposits.

(vi) The provisions of clause 3(vi) of the order are not applicable to the company as the company is not covered by the companies (Cost Record and Audit) Rules, 2014.

(vii) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues, applicable to the company.

(b) According to the information and explanations given to me, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June, 2015 for a period of more than six months from the date they became payable.

(c) The amount required to be transferred to Investor Education & Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) The Company neither has accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(ix) According to the information and explanations given to me by the management, and on the basis of records examined by me, the company has not defaulted in the repayment of the dues to financial institutions or banks or debenture holders.

(x) In my opinion, the terms and conditions on which the company has given co-guarantee for loans taken by other from banks or financial institutions are not prejudicial to the interest of the company.

(xi) According to the information and explanations given to me by the management, the company did not avail any term loan during the year.

(xii) To the best of my knowledge and belief and according to the information and explanations given to me, no fraud by the company and no material fraud on the company has been noticed or reported during the year.

For and on behalf of

M/s. H. S. HATHI & Co.

Chartered Accountants

Firm Registration No.103596W

Hemant S. Hathi

Proprietor

Membership No.37109

Place : Mumbai.

Dated : 28th August, 2015

---

Jun 30, 2014

We have audited the accompanying financial statements of STERLING INTERNATIONAL ENTERPRISES LIMITED (the "Company"), which comprise the Balance Sheetasat30th June, 2014, and the Statement ofProfit&Loss Account and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information,which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under ''the Companies Act, 1956''ofIndia (the “Act”) read with the General Circular 15/ 2013 dated September 13, 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 fraudor 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 frommaterial misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policiesused and there a sonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion andtothe bestofour information and according tothe explanations giventous, the aforesaid financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet,of the state of affairs of the company as at 30th June, 2014;

b) In the case of the Statement of Profit & Loss, of the profit of the company for the year ended on that date;and

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

Report on Other Lega land Regulatory Requirements

1. As required by the Companies (Auditor''s Report) order, 2003'', as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the “Order”) , and on the basis of such checks of the books and records of the companyas we considered appropriate and according to the information and explanation giventous,we give in the Annexure astatement 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 obtainedall the informationand 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 appears fromour examination of those 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 Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Act read with the General Circular 15/ 2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) On the basis of the written representations received from the Directors as on 30th June, 2014 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2014 from being appointed as a Director in terms of Clause (g) of the sub-section(1) of section274 of the Companies Act, 1956.

ANNEXURE REFERREDTO INPARAGRAPH1 UNDER THE HEADING OF“REPORTONOTHER LEGAL AND REGULATORY REQUIREMENTS” OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIODENDED 30 TH JUNE,2014.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year,which in ouropinion is reasonable having regardtothe size of the companyand the nature of its business.Nomaterial discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clauseis not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) The Company has not granted any unsecured loan to a company covered in the register maintained under section 301 of the companies Act, 1956.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.

(iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act,1956 have been soentered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956,aggregating during the year toRs.5,00,000/-or more in respect of eachparty.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of Indiaand provisions of section58A and 58AA or any other relevant provisions of thecompanies Act,1956 and rules framed there unde rarenot applicable for they ear under audit.

(vii) Inouropinion,the Company has an internal audit System commensurate with thesize and nature of its business.

(viii) The maintenance of cost records has not been prescribed by the Central Government of India under section 209 (1)

(d) of the companies Act, 1956 for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax / VAT, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2014 for a period of more than six months from the date they became payable .

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The Company neither has Accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us by the management, and on the basis of records examined by us, the company has not defaulted in the repayment of the dues to financial institutions or banks ordebenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced 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.

(xiii) In our opinion, the Company is not a chit fund, a nidhi or a mutual benefit fund society. Therefore, the provisions of clause4(xiii)ofthecompanies (Auditor''sReport) Order,2003 are not applicable to the company.

(xiv) Inour opinion,the company is not dealing in or trading in shares,securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the companies (Auditor''s Report ) Order, 2003 are not applicable to the company.All the investments made by the company are held in its own name.

(xv) Inour opinion, thetermsand conditionsonwhichthe companyhas givenco-guarantee for loans takenbyother from banksorfinancial institutions are not prejudicial to the interest ofthe company.

(xvi) Accordingto the informationand explanations given to usby the management, the term loans were appliedfor the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information & explanations given to us, and on an overall examination of the Balance Sheetofthe Company,wereport thatnofunds raisedonshort-term basis have been used for long- term investment.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under section 301 of the companies Act,1956.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditor''s Report) Order,2003 is not applicable to the company.

(xx) During the period covered by our report the company has no traised any money by way of public issue.

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

For and on behalf of M/s. H. S. HATHI & Co. Chartered Accountants Firm Registration No.103596W

Hemant S. Hathi

Proprietor Membership No.37109

Place: Mumbai Dated: 28th August, 2014

---

Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of STERLING INTERNATIONAL ENTERPRISES LIMITED (the "Company"), which comprise the Balance Sheet as at 30th June, 2013, and the Statement of Profit & Loss Account and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position , financial performance and cash flows of the company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 of India (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 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 misstatements.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2013;

b) In the case of the Statement of Profit & Loss, of the profit of the company for the year ended on that date; and

c) In the case of 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", as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order") , 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, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the purposes of our Audit;

b) In our opinion, proper books of account, as required by law, have been kept by the company, so far as appears from our examination of those 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 Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on 30th June, 2013 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2013 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE YEAR ENDED 30TH JUNE, 2013.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clause is not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) The Company has not granted any unsecured loan to a company covered in the register maintained under section 301 of the companies Act, 1956. 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.

(iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5, 00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA or any other relevant provisions of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government of India under section 209 (1) (d) of the companies Act, 1956 for the products manufactured by the company.

(ix). (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax / VAT, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2013 for a period of more than six months from the date they became payable .

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The Company neither has Accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(xi) According to the information and explanations given to us by the management, and on the basis of records examined by us, the company has defaulted in the repayment of the dues to financial institutions or banks or debenture holders. As on 30th June, 2013 the amount outstanding and overdue for 347 days is Rs. 67,810,706/-.

(xii) According to the information and explanations given to us and based on the documents and records produced 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.

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

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

(xv) In our opinion, the terms and conditions on which the company has given co-guarantee for loans taken by other from banks or financial institutions are not prejudicial to the interest of the company.

(xvi) According to the information and explanations given to us by the management, the term loans were applied for the purpose for which the loans were obtained.

(xvii) In our opinion and according to the information & explanations given to us, and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under section 301 of the companies Act, 1956.

(xix) The Company has not issued any debentures and hence clause 4(xix) of "the companies (Auditor''s Report) Order, 2003" is not applicable to the company.

(xx) During the period covered by our report the company has not raised any money by way of public issue.

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

For and on behalf of

M/s. H. S. HATHI & Co.

Chartered Accountants

Firm Registration No.103596W

Hemant S. Hathi

Proprietor

Membership No.37109

Place: Mumbai

Dated: 29th August, 2013

---

Jun 30, 2011

1. We have audited the attached Balance Sheet of STERLING INTERNATIONAL ENTERPRISES LIMITED as at 30th June, 2011 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 Company's Management. Our responsibility is to express an opinion on this financial statement based on our audit

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order

4. Further to our comments in the annexure referred to in paragraph 3 above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, Proper books of account, as required by law, have been kept by the company, so far as appears from our examination of those 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) I n our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (30 of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on 30th June, 2011 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2011 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act 1956,

f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the other 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 principles generally accepted in India:

i) In the case of the Balance Sheet of the state of affairs of the company as at 30th June, 2011;

ii) In the case of the Profit & Loss Account, of the Profit of Lhe company for the year ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 30TH JUNE, 2011.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.



(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year as a result there are no inventories in the company during the year. Therefore the clause is not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) (a) According to information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (b), (c) and (d) of the Order are not applicable.

(b) According to 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, paragraphs 4(iii) (f) and (g) of the order are not applicable.

(iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- or more in respect of each party,

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Ban k of India and provisions of section 53A and 58AA or any other relevant provisions of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

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



(viii) The maintenance of cost records has not been prescribed by the Central Government of India under section 209 (1) (d) of the companies Act. 1956 for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax / VAX Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The Company neither has Accumulated fosses nor it has incurred any cash Josses during the year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management we are of the opinion that the company has not defaulted in the repayment of the dues to financial institutions or banks,

(xii) According to the information and explanations given to us and based on the documents and records produced 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,

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

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

{xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management the company has not taken any term loans.

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

investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under section 301 of the companies Act, 1956.

(xix) The Company has not issued any debentures and hence clause 4{XIX) of the companies (Auditor's Report) Order, 2003 is not applicable to the com pany.

(xx) During the period covered by our report the company has not raised any money by way of public issue,

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

For H. S. Hath! & Co,

Chartered Accountants

Firm Reg. No : 1G3596W

Hemant S. Hathi

(Partner)

Membership No. 37109

Place: Mumbai

Date: 30th November, 2011

---

Jun 30, 2010

1. We have audited the attached Balance Sheet of STERLING INTERNATIONAL ENTERPRISES LIMITED as at 30th June, 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 this financial statement based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, Proper books of account, as required by law, have been kept by the company, so far as appears from our examination of those 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 Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on 30th June, 2010 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2010 from being appointed as a Director in terms of Clause (g) of the sub- section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the other 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 principles generally accepted in India:

I) In the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2010;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 30th June, 2010.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets thatwouldaffectthe going concern.

(ii) (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clause is notapplicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) The Company has not granted any unsecured loan to a company covered in the register maintained

under section 301 of the companies Act, 1956. 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.

(iv) According to information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v). (a) According to the information and explanations given to us, we are of the opinion thatthe particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve

Bank of India and provisions of section 58A and 58AA or any other relevant provisions of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government of India under section 209 (1)(d) of the companies Act, 1956 for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax / VAT, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x). The Company neither has Accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of the dues to financial institutions or banks.

(xii) According to the information and explanations given to us and based on the documents and records produced 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. (xiii) In our opinion, the Company is not a chit fund, a nidhi or a mutual benefit fund society. Therefore, the provisions of clause 4

(xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the companies (Auditors Report) Order, 2003 are not applicable to the company. All the Investments made by the company are held in its own name.

(xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management, the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained undeletion 301 of the companies Act, 1956.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditors Report) Order, 2003 is not applicable to the company.

(xx) We have verified the end use of money raised by GDR as disclosed in the notes to the financial statements.

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

For H.S.Hathi & Co. Chartered Accountants Firm Reg. No. : 103596W

Hemant S. Hathi (Partner) Membership No. 37109

Place: Mumbai

Date: 19th November, 2010

---

Jun 30, 2009

1. We have audited the attached Balance Sheet of STERLING INTERNATIONAL ENTERPRISES LIMITED as at 30th June, 2009 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 Company's Management. Our responsibility is to express an opinion on this financial statement based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, Proper books of account, as required by law, have been kept by the company, so far as appears from our examination of those 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 Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 21 I of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on 30th June, 2009 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2009 from being appointed as a Director in terms of Clause (g) of the sub-section (I) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the other 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 principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at 30thJune, 2009;

ii) In the case of the Profit & Loss Account, of the Profit of the company for the period ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 30th June, 2009.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii). (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clause is not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(iii) The Company has not granted any unsecured loan to a company covered in the register maintained under section 301 of the companies Act, 1956. 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.

(iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA or any other relevant provisions of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government of India under section 209 (I) (d) of the companies Act, 1956 for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax/VAT, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2009 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The Company neither has Accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of the dues to financial institutions or banks.

(xii) According to the information and explanations given to us and based on the documents and records produced 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.

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

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

(xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management, the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained undersection30l of the companies Act, 1956.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditor's Report) Order, 2003 is not applicable to the company.

(xx) During the year covered by our report the company has not raised any money by way of public issue.

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

As per our report of even date

For. H. S. Hathi & Co.

Chartered Accountants

Hemant S. Hathi

(Partner)

Place: Mumbai

Date: 25th November, 2009

---

Jun 30, 2008

1. We have audited the attached Balance Sheet of STERLING INTERNATIONAL ENTERPRISES Limited as at 30th June, 2008 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 Company's Management. our responsibility is to express an opinion on this financial statement based on our audit.

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

3. As required by the Companies (auditor's report) order, 2003, issued by the Central government of India in terms of sub Section (4a) of section 227 of the Companies Act 1956, we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph 3 above, we state that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our Audit;

b) In our opinion, proper books of account, as required by law, have been kept by the company, so far as appears from our examination of those 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 Balance Sheet, profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on 30th June, 2008 and taken on record by the Board of Directors, we report that none of the Directors of the company are disqualified as on 30th June, 2008 from being appointed as a director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the other 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 principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at 30th June, 2008;

ii) In the case of the profit & Loss Account, of the profit of the company for the period ended on that date; and

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF STERLING INTERNATIONAL ENTERPRISES LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 30th June, 2008.

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

(b) Fixed assets have been physically verified by the management based on a phased program of verification of all the assets during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its business. No material discrepancies were noticed on such verification.

(c) As per the information and explanations given to us, during the year, the company has not disposed off any substantial part of fixed assets that would affect the going concern.

(ii) (a) As per the information and explanations given to us, there is no trading or manufacturing activities in the company during the year, as a result there are no inventories in the company during the year. Therefore the clause is not applicable.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(ii) The Company has not granted any unsecured loan to a company covered in the register maintained under section 301 of the companies Act, 1956. 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.

(iv) According to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of goods and service. We have not observed any continuing failure to correct major weakness in internal controls.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs.5, 00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA or any other relevant provisions of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

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

(viii) The maintenance of cost records has not been prescribed by the Central government of India under section 209 (1) (d) of the companies Act, 1956 for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales Tax / VAT, Wealth tax, Service Tax, Custom duty, Cess and other statutory dues.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 30th June 2008 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The Company neither has Accumulated losses nor it has incurred any cash losses during the year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of the dues to financial institutions or banks.

(xii) According to the information and explanations given to us and based on the documents and records produced 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.

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

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. accordingly, the provisions of clause 4(xiv) of the companies (auditor's report ) order, 2003 are not applicable to the company.

(xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management, the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information and explanations given to us, during the year the Company has not made any preferential allotment of shares to the parties or companies covered in the register maintained under section 301 of the companies act, 1956.

(xix) The Company has not issued any debentures and hence clause 4(XiX) of the companies (auditor's report) order, 2003 is not applicable to the company.

(xx) During the year covered by our report the company has not raised any money by way of public issue.

(xxi) According to the information and explanations given to us no frauds on or by the company has been noticed or reported during the year.

For H.S. hath & Co.

Chartered accountants

HEMANT S. HATHI

(partner]

place : Mumbai

Date : 30th September, 2008