Auditor Report of Timbor Home Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of TIMBOR HOME LIMITED, AHMEDABAD. which comprise the Balance Sheet as at March 31, 2014 and the statements of Profit and Loss and cash flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"),read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion subject to audit evidences, which we have not been able to obtain due to company''s disability and have relied on Management''s representation in that cases to form an audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us,read with the points stated in theEmphasis of Matter and Qualification and Notes to accounts of the financial statements, the financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In case of the Balance Sheet , of the state of affairs of the Company as at March 31, 2014; And

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

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

Emphasis of Matter and Qualifications

1. We draw attention to Note No. 32 of the accompanying financial statements in respect of recovery cases and arbitration matters filed by Creditors and Banks/ NBFCs against the company and the Note No. 33 of the accompanying financial statements in respect of internal restructuring of the debts of the company and which may affect the going concern''s concept of the company upon final outcome of the said pending petitions/arbitration/cases.

2. We draw attention to Note No. 21 of the accompanying financial statements in respect of third party balance confirmations,grouping & classification, Disclosure of Gross Amounts, and other related issues, resulting into effect on the results/affairs, as given in the said Notes.

3. The company is in continuing default in respect of non compilance of provison sec. 383A of the companys act, 1956 in respect of appointment of whole time company secretary

Report on Other Legal and Regulatory Requirements

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

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

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

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

d) In our opinion, the Balance Sheet , Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.;

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

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

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

Annexure referred to in paragraph 2 of our Auditor''s Report of even date on the financial statements of Timbor Home Limited for the year ended 31st March, 2014

On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us, we state that:-

1. a) The company is in process of updating the records showing particulars of quantity and situation of fixed assets.

b) As informed to us, the fixed assets of the company have been physically verified by the Management at reasonable intervals and no materials discrepancies have been noticed on such verification.

c) None of the substantial part of fixed assets has been disposed off during the year, however as informed to us substantial part of Fixed Assets has been lost due to fire at factory premises. It is informed to us that On 17th August 2013, on account of short circuit, fire wedged at Unit I of the Company situated at 7, Shubhlaxmi Industrial Estate, Sarkhej-Bavala Highway. Changodhar - 382213, Ahmedabad, Gujarat due to which a substantial part of Fixed Assets got burnt and have no realisable value. As per management, estimated Loss of Fixed Assets as reported by the Surveyor in his Survey / Valuation Report is Rs. 65.22 Lakhs (Net Construction Loss Value) & Rs. 286.84 Lakhs (Net Plant & Machinary Loss Value). We have relied on the Management representations on the basis of which we are of the opinion that the company shall be able to continue as a going concern for the foreseeable future despite the loss of substantial part of fixed assets.

2. a) As informed to us, during the year the management has conducted physical verification of the inventories, except of

the inventories as stated in Note No. 43 and further in our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are broadly reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory & subject to limited audit evidences available, the Company seems to be maintaining proper records of inventory. As informed by management,the discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly dealt with in the books of account.

3. a) According to the information and explanations given to us, the company has granted secured or unsecured loans to

1 (ONE) parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs. 3.50 Lakhs and the year end balance of loans was Rs. 3.50 Lakhs. The rate of interest and the terms of repayment are not stipulated and other terms and conditions are not prima facie prejudicial to the interest of the Company.

b) According to the information and explanation given to us, the Company had taken unsecured loan from the 8 (Eight) Parties listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.795.07 Lacs and the year end balance of loans was Rs.534.09 Lacs. The rate of interest and the terms of repayment are not stipulated and other terms and conditions are not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets, and with regard to the sale of goods. In our opinion and according to information and explanation given to us, there is no continuing failure to correct major weakness of such internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or

arrangements referred to in Section 301 of the Companies Act, 1956, that need to be entered into the register maintained under Section 301 of the Companies Act, 1956, have been so entered. b) In respect of transactions with parties with whom transactions exceeding value of '' 5 Lacs have been entered into during the financial year, are at the prices which are reasonable having regard to the prevailing market prices at the relevant time, except in case of transactions where we are unable to comment owing to the unique and specialized nature of the items and absence of any comparable prices, whether the transactions are made at the prevailing market prices at the relevant time or not.

6. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public.

7. The Company does not have proper Internal Audit System. Looking to the size and nature of its business, we recommend to Audit Committee to strengthen the Internal Audit system.

8. We have been informed that the Central Government has prescribed maintenance of cost records under Clause (d) of Sub- section (1) of Section 209 of the Companies Act, 1956, and according to the information and explanation given to us, maintenance of Cost Records of FY 2013-14 are still in process and Compliance Report will be submitted with in prescribed time limit. However the Compliance Report for FY 2012-13 has not been submitted yet due to unavoidable circumstances as informed by the management.

9. a) According to the records of the company and information and explanations given to us the company is regular in

depositing undisputed statutory dues including Provident Fund, Income Tax, Custom Duty and any other statutory dues

wherever applicable with the appropriate authorities during the year. However at times, the company gets irregular in

depositing the aforesaid undisputed statutory dues. Details of Outstanding Undisputed dues for over six months as at year

b) According to the records of the company and information and explanations given to us there is no disputed statutory dues payable by the company.However, the company has filed theIncome Tax Returns for Financial Year 2011-12 on 28-03- 2014 and the income tax payable for the same is Rs. 21813470. It is to be noted that the company has not filed the Income tax return for the financial year 2012-13.

10. The company has incurred losses during the current year. Accumulated Cash losses stand to be Rs. 1773.84 Lakhs and Net worth of the company as on the end of financial year stands to be Rs. 3530.49 Lakhs. So the accumulated losses at the end of the financial year are more than 50% of the company''s net worth.

In the current year, the company has incurred a cash loss of Rs. 1773.84 Lakhs. While in the immediately preceeding previous year, company had earned an average profits.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has defaulted in repayment of dues (including interest) to financial institution and banks and as informed to us, details relating to extent of defaults is not readily available with the company.

12. According to the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4 (xiii) is not applicable to the company.

14. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

15. According to the information & explanations given to us the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the Cash Flow Statement and other records examined by us as well as information and explanations given to us, during the year under consideration no new term loan has been taken by the company.

17. According to the Cash Flow Statement and other records examined by us as well as information and explanations given to us on an overall basis, we report that funds raised on short term basis have not prima-facie been used for long term investment.

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

19. The company has not issued any debentures and 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, the company has not raised any money through a public issue.

21. During the course of our examination of the books of account and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For, MOTWANI & AGARWAL CHARTERED ACCOUNTANTS

KAPIL R. TALREJA PARTNER AHMEDABAD FIRM REG. NO. : 127781W DATE : 30/5/2014 MEMBERSHIP NO.: 146488

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Mar 31, 2013

We have audited the accompanying financial statements of TIMBOR HOME LIMITED, AHMEDABAD which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the 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.

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date; and

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act,1956;

e) on the basis of written representations received from the directors as on March 31,2013,and taken on record by the Board of Directors, none of the directors is disqualified as on March31,2013,from being appointed as a director in terms of clause(g) of sub-section(1) of section274 of the Companies Act, 1956.

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

2. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

ANNEXURE TO THE AUDITOR''S REPORT

Annexure referred to in paragraph 2 of our Auditor''s Report of even date on the financial statements of Timbor Home Limited for the year ended 31st March, 2013

On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us, we state that:-

1. a) The company has maintained proper records showing full particulars including situation of fixed assets.

b) The fixed assets of the company have been physically verified by the Management at reasonable intervals and no materials discrepancies have been noticed on such verification.

c) During the year, company has not disposed off any substantial/major part of Fixed Assets.

2. a) As explained to us, the inventory has been physically verified during the year by the management. In our

opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly deals with in the books of account.

3. a) According to the information and explanations given to us, the company has granted secured or unsecured loans to 2 (Two) parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs.32.51 Lacs and the year end balance of loans was Rs.32.51 Lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

c) In respect loans granted, repayment of the principal amount is as stipulated and payment of interest have been regular.

d) According to the information and explanation given to us, the Company had taken unsecured loan from the 6 (Six) listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.718.84 Lacs and the year end balance of loans was Rs.710.80 Lacs.

e) According to the information and explanation given to us, we are at the opinion that the rate of the interest and other terms and condition of Loans taken by the Company wherever applicable are not prima facie prejudicial to the interest of the Company.

f) According to the information and explanation given to us, we are of the opinion that the company is regular in the payment of principal amount and interest wherever applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets, and with regard to the sale of goods. In our opinion and according to information and explanation given to us, there is no continuing failure to correct major weakness of such internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, 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 according to the information and explanations given to us, transactions have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public.

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

8. We have been informed that the Central Government has prescribed maintenance of cost records under Clause (d) of Sub-section (1) of Section 209 of the Companies Act, 1956, and according to the information and explanation given to us, maintenance of Cost Record are in process and Compliance Report will be submit with in proscribed time limit.

9. a) According to the records of the company and information and explanations given to us the company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Custom Duty and any other statutory dues wherever applicable with the appropriate authorities during the year.

b) According to the records of the company and information and explanations given to us there is no disputed statutory dues payable by the company.

10. The company has no accumulated losses at the end of the financial year and it has not incurred cash losses during current and immediately preceding financial year.

11. According to the information and explanations given to us and in our opinion the company has not defaulted in repayment of dues to bank and debenture holder and there are no dues from any financial institution.

12. According to the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4 (xiii) is not applicable to the company.

14. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

15. According to the information & explanations given to us the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us and based on such checks and controls carried out by us, we are of the opinion that term loans were applied for the purpose for which the loans were obtained.

17. According to the information and explanation 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 by the company.

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

19. During the course of our examination of the books of account and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For, ARVIND A. THAKKAR & CO

CHARTERED ACCOUNTANTS

Arvind A. Thakkar

Proprietor

Membership# 014334

FRN: 100571W

Ahmedabad

Date:31/05/2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of TIMBOR HOME LIMITED as at 31st March 2012 and the Profit & Loss Account 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant 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 (as amended) by The Companies (Auditor's Report) Amendment Order, 2004 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters in the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to in Paragraph 3 above, we report as follows:

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

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

c. The Balance Sheet and Profit & Loss account referred to in our report are in agreement with the books of account :

d. In our opinion, the Balance Sheet and Profit & Loss account comply with the accounting standards referred to in Sub- section (3C) of Section 211 of the Companies Act, 1956.

e. In our opinion and to the best of our information and according to the explanations given to us, the said accounts, read together with the 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 31st March, 2012;

ii. in the case Profit & Loss Account, of the profit of the company for the year ended on that date and

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

5. On the basis of written representations received from the Directors, and taken on record by Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2012 from being appointed as director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(Referred to in paragraph 2 of our report of even date)

On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us, we state that:-

1. a) The company has maintained proper records showing full particulars including situation of fixed assets.

b) The fixed assets of the company have been physically verified by the Management at reasonable intervals and no materials discrepancies have been noticed on such verification.

c) During the year, company has not disposed off any substantial/major part of Fixed Assets.

2. a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion the frequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been properly deals with in the books of account.

3. a) According to the information and explanations given to us, the company has granted secured or unsecured loans to 4 (Four) parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year was Rs 70.82 Lacs and the year end balance of loans was Rs 53.02 Lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

c) In respect loans granted, repayment of the principal amount is as stipulated and payment of interest have been regular.

d) According to the information and explanation given to us, the Company had taken unsecured loan from the 2 (Two) parties listed in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs 85.41 Lacs and the year end balance of loans was Rs 78.99 Lacs.

e) According to the information and explanation given to us, we are opinion that the rate of the interest and other terms and condition of Loans taken by the Company wherever applicable are not prima facie prejudicial to the interest of the Company.

f) According to the information and explanation given to us, we are opinion that the company is regular in the payment of principal amount and interest wherever applicable.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to the purchase of inventories and fixed assets, and with regard to the sale of goods. In our opinion and according to information and explanation given to us, there is no continuing failure to correct major weakness of such internal control system.

5. a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956, 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 according to the information and explanations given to us, transactions have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the public.

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

8. The Central Government has prescribed maintenance of Cost Accounting Records under the Companies (Cost Accounting Records) Rules, 2011, applicable from 01/04/2011, and according to the information and explanation given to us, maintenance of Cost Accounting Records are in process and Compliance Report will be submitted within prescribed time limit.

9. a) According to the records of the company and information and explanations given to us the company is regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Custom Duty and any other statutory dues wherever applicable with the appropriate authorities during the year.

b) According to the records of the company and information and explanations given to us there is no disputed statutory dues payable by the company.

10. The company has no accumulated losses at the end of the financial year and it has not incurred cash losses during current and immediately preceding financial year.

11. According to the information and explanations given to us and in our opinion the company has not defaulted in repayment of dues to bank and debenture holder and there are no dues from any financial institution.

12. According to the information and explanation given to us the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund or society. Therefore clause 4 (xiii) is not applicable to the company.

14. The Company is not dealing or trading in shares or securities, debentures and other investments. Therefore clause 4(xiv) is not applicable to the Company.

15. According to the information & explanations given to us the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the information and explanations given to us and based on such checks and controls carried out by us, we are of the opinion that term loans were applied for the purpose for which the loans were obtained.

17. According to the information and explanation 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 by the company.

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

19. During the current year, the Company has allotted 1 (One) Fully Convertible Debenture (FCD) amounting to Rs 3,00,00,000 to HT Media Limited, compulsorily convertible into Equity Shares at the end of 12 months from the date of allotment and 1 (One) Fully Convertible Debenture (FCD) amounting to Rs 2,55,00,000 to D.B. Corp Limited, compulsorily convertible into Equity Shares at the end of 14 months from the date of allotment. The Conversion price will be decided at the time of Conversion as per Regulation 76 of SEBI (ICDR) Guidelines, 2009.

20. During the current year, the Company completed an Initial Public Offer (IPO) of its 36,90,000 Equity Shares of Rs 10/- each for cash at a price of Rs 63/- each. Pursuant to the Public Issue, shares of the Company were listed on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) with effect from June 22, 2011. The total IPO proceeds received by the Company are Rs 23,24,70,000.

21. During the course of our examination of the books of account and records of the company carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For, ARVIND A. THAKKAR & CO.

Chartered Accountants

ARVIND A. THAKKAR

Proprietor

Place: Ahmedabad Membership # 014334

Date: 26th May, 2012 FRN: 100571W