Auditor Report of Techtrek India Ltd.

Mar 31, 2012

1. We have audited the attached Balance Sheet of Techtrek India Limited (Formerly known as ZentronicsTechnologies Limited) as at 31 st March 201 2, the Profit and Loss Account and also the Cash Flow Statement of the Company 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on 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 227 of the Companies Act, 1 956, we enclose in the Annexure a statement on the matters specified in Paragraphs 4 and 5 of the said Order to the extent applicable.

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by law have been kept by the Company as it appears from our examination of such books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us,

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956,

v) On the basis of written representation received from the Directors, as on 31 st March 2012, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31 st March, 201 2, from being appointed as Directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1 956,

vi) 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 on Accounts in Schedule XII give the information required by the Companies Act, 1 956 in the manner so required, and gives a true and fairview 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 31 st March, 201 2 and

b) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

c) in the Cash Flow Statement of the Cash Flows for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT

TO THE MEMBERS OFTECHTREK INDIA LIMITED, MUMBAI.

(FORMERLY KNOWN AS ZENTRONICSTECHNOLOGIES LIMITED)

Referred to in Paragraph 3 of the Auditors Report to the members for the year ended 31 st March, 201 2

On the basis of information and according to the explanation given to us and records examined by us in the normal course of our audit and to the best of our knowledge and belief in our opinion, we further report that:

1. (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets,

(b) The management has at reasonable intervals physically verified the fixed assets and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of its fixed Assets during the year.

2. As explained to us, there are no inventories at the end of the year.

3. The Company has neither granted Loans nor ta ken any Loans from parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations there are no items purchased during the year which require obtaining comparable quotations. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to Purchases of Fixed Assets and other Assets. During the course of our Audit, we have not observed any major weakness in the internal controls.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

(b) In our opinion and having regard to our comments in paragraph (4) above, and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted any new Fixed Deposits from the Public.

7. The Company has no Internal Audit system at present.

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1 956 for any of the products of the Company.

9. (a) According to the information and explanations given to us, the Company does not have any Provident Fund Scheme, ESI Scheme as the Number of employees is below the minimum limit.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income lax were in arrears, as at March 31, 2012 fora period of more than six months from the date they became payable.

10. The company has accumulated losses at the end of the financial year, However, the Company has not incurred any cash losses during the financial year covered by our audit or in 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 a financial institution, bank.

12. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of Pledge of Shares, Debentures and Securities.

13. In our opinion, the company is not a chit fond or a Nidhi/mutual benefit fund society Therefore the provisions for clause 4 (xiii) of the companies (Auditor's Report) order 2003 are not applicable to the company.

14. In our opinion and according to the information and explanations given to us, 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

15. According to the information and explanations given to us, and the representation made by the Management, the Company has given two Corporate Guarantees for Overdraft facilities taken by a Company from a Bank in India and another facility taken by another Company from a branch of a Indian Nationalised Bank in UK.

16. In our opinion and according to the information and explanations given to us, the Company had taken new Term Loan during earlier years and is repaying equated monthly instalments inclusive of interest on the specified dates.

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

18. According to the information and explanations given to us, the Company has not made any Preferential Allotment of Shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1 956.

19. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly the provisions of clause 4(xix) of the Companies (Auditor's Report) Order; 2003 are not applicable to the Company.

20. During the year covered by our Audit report, the Company has not raised any money by public issues.

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 have been noticed or reported during the course of our Audit,



A. PURI & CO Chartered Accountants (Regn. No.108231W)



(Ashok Puri) Place : Mumbai Proprietor Date : 1st September, 2012 Membership No. 13203

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Mar 31, 2010

NOt Available

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Mar 31, 2009

1. We have audited the attached Balance Sheet of Zentronics Technologies Limited (Formerly known as Nirmal Metal Fabricators Limited) as at 31st March 2009. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section 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 to the extent applicable.

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

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion, proper books of accounts as required by law have been kept by the Company as it appears from our examination of such books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

iii) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts.

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v) On the basis of written representation received from the Directors, as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the Directors are disqualified as on 31st March, 2009, from being appointed as Directors in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according tojthe explanations given to us, the said accounts read together with Notes on Accounts in schedule XI give the information required by the - Companies Act, 1956 in the manner so required, and gives a true and fair view in conformity with the accounting principles generally accepted in India.

a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2009 and

b) in the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date.

ZENTRONICS TECHNOLOGIES LIMITED, MUMBAI. (FORMERLY KNOWN AS NIRMAL METAL FABRICATORS LIMITED) ANNEXURE TO THE AUDITORS REPORT Referred to in Paragraph 3 of the Auditors Report to the members of for the year ended 31st March, 2009

On the basis of information and according to the explanation given to us and records examined by us in the normal course of our audit and to the best of our knowledge and belief, in our opinion, we further report that:

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

(b) The management has at reasonable intervals physically verified the fixed assets and no material discrepancies were noticed on such verification.

(c) The Company has not disposed off substantial part of its fixed Assets during the year.

2. As explained to us, there are no inventories since the Company has still not been able to start any production activities.

3. The Company has given Loans and also taken Loans from parties covered in the register maintained under section 301 of the Act.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations there are no items purchased during the year which require obtaining comparable quotations. There are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to Purchases of Fixed Assets and other Assets. During the course of our Audit, we have not observed any major weakness in the internal controls.

5. (a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and having regard to our comments in paragraph (4) above, and according to the information and explanations given to us, there are transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lakhs in respect of any party during the year.

6. The Company has not accepted any new Fixed Deposits from the Public.

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

8. We are informed that the Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 for any of the products of the Company.

9. (a) According to the information and explanations given to us, the Company does not have any Provident Fund Scheme, ESI Scheme as the Number of employees is below the minimum limit.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax were in arrears, as at March 31, 2009 for a period of more than six months from the date they became payable.

10. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank. However, Rs. 50,00,000/- have still to be paid to the Debenture Holders inspite of the Bombay High Court Order.

11. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of Pledge of Shares, Debentures and Securities.

12. In our opinion, the company is not a chit fund or a Nidhi/mutual benefit fund society. Therefore the provisions for clause 4 (xiii) of the companies (Auditors Report) order 2003 are not applicable to the company.

13. In our opinion and according to the information and explanations given to us, 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.

14. According to the information and explanations given to us, and the representation made by the Management, the Company has given Corporate Guarantee for Overdraft facility taken by a Company from a Bank.

15. In our opinion and according to the information and explanations given to us, the Company has taken a new Term Loan during the year for thirty three months and is repaying equated monthly installments inclusive of interest on the specified dates.

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

17. According to the information and explanations given to us, the Company has not made any Preferential Allotment of Shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

18. In our opinion and according to the information and explanations given to us, the Company has not issued any secured debentures during the period covered by our report. Accordingly, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

19. During the year covered by our Audit report, the Company has not raised any money by public issues.

20. 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 have been noticed or reported during the course of our Audit.

For A.PURI & CO.

CHARTERED ACCOUNTANTS

PLACE: MUMBAI. (Proprietor)

DATE : 03.09.2009 (M.No. 13203)