Auditor Report of Veerhealth Care Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Veerhealth Care Limited (Formerly Known as Niyati Industries Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and 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 in Section 134(5) of the Companies Act, 2013("the act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 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 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

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken in to account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and 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 but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: of the state of affairs of the Company as at 31st March, 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, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement 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, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of section 164(2) of the Act.

f. with respect to the other matters included in the Auditor's Report in accordance with Rule 11 of the Company (Audit and Auditors) Rules, 2014 in our opinion and to best of our information and according to the explanation given to us;

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.

iii. There were no amount which 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 Independent Auditors Report of even date.

1) (i) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets on the basis of available information.

(ii) According to the information and explanation, the fixed assets have been physically verified by the management once in a year which in our opinion is reasonable, having regards to the size of the Company and nature of its business. No material discrepancies have been noticed on such verifications.

2) (i) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable.

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

(iii) The Company has maintained proper records of inventories. As explain to us, no material discrepancies have been noticed on physical verification of inventories as compared to book records, the discrepancies noticed have been dealt with properly in books of accounts.

3) As per the information furnished, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the Register, maintained under Section 189 of the Companies Act, 2013; hence clause (i) and (ii) is not applicable.

(i) In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(ii) In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1,00,000/-.

4) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventories, fixed assets and for sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

5) According to the information and explanation given to us, the Company has not accepted any deposits during the year from the public within the meaning of the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under.

6) As per the information provided, the Company is not covered under Section 148(1) of the Companies Act, 2013, hence not required to maintain cost records.

7) (i) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance Fund, Income-tax, Sales-tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues which have remained outstanding as at 31st March, 2015 for a period of more than six months from the date they become payable.

(ii) According to the records of the Company and information and explanation given to us and record verified by us there are no outstanding dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, service tax, cess which have not been deposited, with the appropriate authorities on account of disputes.

(iii) According to information and explanation given by the management and on verification of the records, the Company does not have any amount which requires to be transfer to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

8) The accumulated losses of the Company is Rs. 7046865/-. The Company has not incurred cash losses during the financial year covered by the audit and in the immediate preceding financial year.

9) Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of its dues to any banks or financial institutes and debenture holders.

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

11) According to the records verified us, we are of the opinion that the Company has applied the term loans for the purpose for which it was obtained.

12) On the basis of our examination and according to the information and explanations given to us, no material fraud, on or by the Company, has been noticed or reported during the year under audit.

For Jayesh R. Shah & Co Chartered Accountants Firm Registration No. 104182W

Sd/- Jayesh Shah Proprietor Membership No. 033864 Place: Mumbai Date: 29th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Veerhealth Care Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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 ("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 and in accordance with the accounting principles generally accepted in India. 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.

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, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit 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.

Report on Other Legal and Regulatory Requirements

1. 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.

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

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

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

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

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

(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 terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

(f) Since the Central Government has not issued any notification as to the rate 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.

Annexure referred to in paragraph (1) under "Report on Other Legal and Regulatory Requirements" of Independent Auditors Report of even date.

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

(b) According to the information and explanation, the fixed assets have been physically verified by the management once in a year which in our opinion is reasonable, having regards to the size of the Company and nature of its business. No material discrepancies have been noticed on such verifications.

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

(ii).a) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable.

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

(c) The Company has maintained proper records of inventories. As explain to us, no material discrepancies have been noticed on physical verification of inventories as compared to book records.

(iii).(a) As per the information furnished, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956;

(b) The rate of interest and other terms and conditions in respect of the unsecured loans given by the Company to its employees and others, are in our opinion, prima facie not prejudicial to the interest of the Company;

(c) In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(d) In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1,00,000/-.

(e) As per the information furnished, the Company has not taken any loans secured or unsecured to companies, firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956; Consequently, the requirements of Clauses (iii) (f & g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventories, fixed assets and for sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v).(a) Based on the procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions made in pursuance 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 explanation given to us, the transactions made in pursuance of contract/arrangements entered in the Register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- or more in respect of each party during the year have been made at price s which appear reasonable as per information available with the Company.

(vi) According to the information and explanation given to us, the Company has not accepted any deposits during the year from the public within the meaning of the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence, Clause (vi) of the order is not applicable to the Company.

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

(viii) As per the information provided, the Company is not covered under Section 209(1)(d) of the Companies Act, 1956, hence not required to maintain cost records.

(ix).(a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance Fund, Income-tax, Sales-tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues which have remained outstanding as at 31st March, 2014. for a period of more than six months from the date they become payable.

(b) According to the records of the Company and information and explanation given to us and record verified by us there are no outstanding dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, service tax , cess which have not been deposited, with the appropriate authorities on account of disputes.

(x) The accumulated losses of the Company is Rs. 7615261/-. The Company has not incurred cash losses during the financial year covered by the audit and in the immediate preceding financial year.

(xi) Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of its dues to any banks or financial institutes and debenture holders.

(xii) In our opinion and according to the explanations given to us and based on our examination of the records, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

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

(xiv) The Company has maintained proper records of transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have generally been made therein. All shares, debentures, and other securities have been held by the Company in its own name.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) According to the records verified us, we are of the opinion that the Company has not obtained any term loan during the year.

(xvii) On the basis of our examination of the Balance Sheet and Cash Flow statement, we are of the opinion that the fund raised on short term basis have not been used for long term investments,. The Company has not raised long term funds during the year and hence, the use of such funds for short-term investments does not arise.

(xviii) 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 during the year.

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

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

(xxi) On the basis of our examination and according to the information and explanations given to us, no material fraud, on or by the Company, has been noticed or reported during the year under audit.

For Jayesh R. Shah & Co. Chartered Accountants Firm Registration No.104182W

Sd/- Jayesh Shah Proprietor Membership No. 033864

Place : - Mumbai Date : - 30thMay, 2014

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Mar 31, 2013

We have audited the accompanying financial statements of NIYATI INDUSTRIES LIMITED ("the Company"), 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''s Responsibility for the Financial Statements

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

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. 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 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;

(b) In the case of the Statement of Profit and Loss, 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.

Report on Other Legal and Regulatory Requirements

1. 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.

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (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 March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate 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.

Annexure referred to in paragraph (1) under "Report on Other Legal and Regulatory Requirements" of Independent Auditors Report of even date.

(i) (a)The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets. (b)According to the information and explanation, the fixed assets have been physically verified by the management once in a year and no material discrepancies have been noticed on such verifications. (c)No fixed assets have been disposed off during the year under report.

(ii) (a) As per the information furnished, the inventories have been physically verified by the management during the year atreasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable.

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

(c)The Company has maintained proper records of inventories. In our opinion, no discrepancies have been noticed on physicalverification of inventories as compared to book records.

(iii) (a)As per the information furnished, the Company has not granted or taken any loans secured or unsecured to/from companies,firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956;

(b)The rate of interest and other terms and conditions in respect of the unsecured loans given by the Company to its employeesand others, are in our opinion, prima facie not prejudicial to the interest of the Company;

(c)In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(d)In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1,00,000/-. (iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedurescommensurate with the size of the Company and the nature of its business with regard to purchase of inventories, fixed assetsand for sale of goods & services. Further, on the basis of our examination of the books and records of the Company, andaccording to the information and explanation given to us, we have neither come across nor have been informed of anycontinuing failure to correct major weakness in the aforesaid internal control system.

(v)(a)Based on the procedures applied by us and according to the information and explanation provided by the management, weare of the opinion that the transactions made in pursuance of contracts or arrangements, that need to be entered in to theregister maintained under Section 301 of the Companies Act,1956 have been recorded in the register;

(b)In our opinion and according to the information and explanation given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained underSection 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 during the year from the public within the meaning of the provisions of Sections58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence, Clause (vi) ofthe order is not applicable.

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

(viii)The Company is not covered under Section 209(1)(d) of the Companies Act, 1956, hence not required to maintain costrecords.

(ix)(a) According to the information and explanation given to us and the records examined by us, the Company is generally regularin depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance Fund, Income-tax, Sales-tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respectof Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues whichhave remained outstanding as at 31st March, 2012. For a period of more than six months from the date they become payable.

There are no matter pending with the Income Tax authorities except for the A.Y. 1999-2000 where the Income Tax department has filed an appeal in to the high court against the order of the Income Tax tribunal in favour of the Company.

(b)According to the records of the Company and information and explanation given to us and record verified by us there are nooutstanding dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, service tax , cess which have not beendeposited, with the appropriate authorities on account of disputes. (x)The accumulated losses of the Company on account of sale of assets is Rs. 1,38,06,716/-.

(xi)Based on our audit procedures and the information and explanations given by the management, Company has not defaulted inrepayment of its dues to any banks or financial institutes or debenture holders. (xii)Based on our examination of the records and the information and explanations given to us, the Company has not granted loansor advances on the basis of security by way of pledge of shares, debentures or other securities. (xiii)The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to theCompany.

(xiv)The Company has maintained proper records of transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have generally been made therein. All shares, debentures, and other securities have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the CompaniesAct, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer form.

(xv)According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions. (xvi)The Company has not obtained any term loan during the year.

(xvii)On the basis of our examination of the Cash Flow statement, the fund raised on short term basis have not been used for longterm investments,. The Company has not raised long term funds during the year and hence, the use of such funds for short-term investments does not arise.

(xviii)The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. According to information and explanation, we are of the opinion that the price at which shares have been issued are not prejudicial to the interest of the Company.

(xix)The Company has not issued any debentures during the year. (xx) The Company has not raised any money by way of public issue during the year.

(xxi)On the basis of our examination and according to the information and explanations given to us, no fraud, on or by theCompany, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co.

Chartered Accountants

Firm Registration No.104182W

SD/-

Jayesh Shah

Proprietor

Membership No. 033864

Place: Mumbai

Date: 22nd May, 2013.

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Mar 31, 2012

We have audited the Balance Sheet of NIYATI INDUSTRIES LIMITED as on 31st March 2012 and also the Statement of Profit and Loss 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 our opinion on these financial statements based on our audit:

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

In accordance with provision of Section 227 of the Companies Act, 1956, we report as under:

1. We have obtained all the information & explanations, which to the best of our Knowledge & belief were necessary for the purpose of our audit.

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

3. The Balance Sheet & Profit & Loss Account dealt by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred in sub section 3 (C) of section 211 of the Companies Act, 1956, to the extent applicable,

5. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company, i.e. Niyati Industries Ltd. As on 31st March, 2012 is disqualified for appointment as a director in the aforementioned company in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956 on the said date.

6. In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes and Schedule thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

i) In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

ii) In the case of Statement of Profit & Loss, of the profit for the year ended on that date.

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

7. As required by the Companies' (Auditor's Report) Order, 2003 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as were considered appropriate, We further report that:

(i) (a)The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets

(b)According to the information and explanation, the fixed assets have been physically verified by the management once in a year and no material discrepancies have been noticed on such verifications.

(c)No fixed assets have been disposed off during the year under report.

(ii). a) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable.

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

(c) The Company has maintained proper records of inventories. In our opinion, no discrepancies have been noticed on physical verification of inventories as compared to book records.

(iii). (a) As per the information furnished, the Company has not granted or taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956;

(b) The rate of interest and other terms and conditions in respect of the unsecured loans given by the Company to its employees and others, are in our opinion, prima facie not prejudicial to the interest of the Company;

(c) In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(d) In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1,00,000/-.

(iv). In our opinion and according to the information and explanation given to us, there are adequate internal inventories, fixed assets and for sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v). (a) Based on the procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements, that need to be entered in to the register maintained under Section 301 of the Companies Act,1956 have been recorded in the register ;

(b) In our opinion and according to the information and explanation given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements 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 during the year from the public within the meaning of the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence, Clause (vi) of the order is not applicable.

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

(viii). The Company is not covered under Section 209(1)(d) of the Companies Act, 1956, hence not required to maintain cost records.

(ix). (a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance Fund, Income-tax, Sales-tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues which have remained outstanding as at 31st March, 2012. for a period of more than six months from the date they become payable. There are no matter pending with the Income Tax authorities except for the A.Y. 1999-2000 where the Income Tax department has filed an appeal in to the high court against the order of the Income Tax tribunal in favour of the Company.

(b)According to the records of the Company and information and explanation given to us and record verified by us there are no outstanding dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, service tax , cess which have not been deposited, with the appropriate authorities on account of disputes .

(x). The accumulated losses of the Company on account of sale of assets is Rs. 1,38,06,716/-

(xi) Based on our audit procedures and the information and explanations given by the management, Company has not defaulted in repayment of its dues to any banks or financial institutes or debenture holders.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have generally been made therein. All shares, debentures, and other securities have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer form..

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) The Company has not obtained any term loan during the year.

(xvii) On the basis of our examination of the Cash Flow statement, the fund raised on short term basis have not been used for long term investments,. The Company has not raised long term funds during the year and hence, the use of such funds for short-term investments does not arise.

(xviii) 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 during the year.

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

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

(xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co.

Chartered Accountants Firm Registration No. 104182W

Sd/-

Jayesh Shah

Proprietor Membership No. 033864

Place: Mumbai Date: 16th July, 2012.

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Mar 31, 2011

We have audited the Balance Sheet of NIYATI INDUSTRIES LIMITED as on 31st March 2011 and also the Profit and Loss Account 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 our opinion on these financial statements based on our audit:

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

In accordance with provision of Section 227 of the Companies Act, 1956, we report as under:

1. We have obtained all the information & explanations, which to the best of our Knowledge & belief were necessary for the purpose of our audit.

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

3. The Balance Sheet & Profit & Loss Account dealt by this report are in agreement with the books of account.

4. In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred in sub section 3 (C) of section 211 of the Companies Act, 1956, to the extent applicable, Subject to the following :

Note No.8 of Notes to the accounts regarding non compliance of Accounting Standard-15 "Accounting for retirement benefit in the financial statements of employer" in respect of Gratuity accounting on cash basis.

5. On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company, i.e. Niyati Industries Ltd. As on 31st March, 2011 is disqualified for appointment as a director in the aforementioned company in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956 on the said date.

6. In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes and Schedule thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

a) In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

b) In the case of Profit & Loss accounts, of the profit for the year ended on that date.

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

7. As required by the Companies' (Auditor's Report) Order, 2003 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as were considered appropriate, We further report that:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets

(b) explained to us by the management, it is not possible to verify the existence of the leased assets as everyone has stopped paying lease rent since many years and legal proceedings are initiated by the Company against them. As regards own assets, the Wind Turbine Generator, which was installed at Bhatiya, Dist. Porbandar, Gujarat, which had fell down due to mechanical fault. The machine was kept at the site only to claim the Insurance. The claim is still pending in the court and the management has not done any verification of the machine at the open site whether it is lying there or not. As explained to us, it is not possible to keep a track at the site as it is situated at very remote place. Therefore it is not possible for the management to say about the discrepancies if any.

(c) As informed to us and according to the explanation given to us by the management, the Company has written off the leased assets totally for which the legal proceedings were going on for many years and nothing was recoverable as per the opinion of the management. The own assets, which was destroyed in cyclone before many years and a legal suit filed against the insurance company, was finalized by the court and as per the court order, after making provision for the amount receivable from the insurance company, the balance amount has been written off by the Company during the year. The amount of total assets written off is Rs.21099112/-

(ii). a) as per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable.

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

(c) The Company has maintained proper records of inventories. In our opinion, no discrepancies have been noticed on physical verification of inventories as compared to book records.

(iii). (a) As per the information furnished, the Company has not granted or taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956;

(b) The rate of interest and other terms and conditions in respect of the unsecured loans given by the Company to its employees and others, are in our opinion, prima facie not prejudicial to the interest of the Company;

(c) In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(d) In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1,00,000/-.

(iv). 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 purchase of inventories, fixed assets and for sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v). (a) Based on the procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements, that need to be entered in to the register maintained under Section 301 of the Companies Act,1956 have been recorded in the register ;

(b) In our opinion and according to the information and explanation given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements 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 during the year from the public within the meaning of the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence, Clause (vi) of the order is not applicable.

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

(viii). The Company is not covered under Section 209(1)(d) of the Companies Act, 1956, hence not required to maintain cost records.

(ix). (a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance Fund, Income-tax, Sales-tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues which have remained outstanding as at 31st March, 2011. for a period of more than six months from the date they become payable.

There are no matter pending with the Income Tax authorities except for the A.Y. 1999-2000 where the Income Tax department has filed an appeal in to the high court against the order of the Income Tax tribunal in favor of the Company.

(b)According to the records of the Company and information and explanation given to us and record verified by us there are no outstanding dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, service tax , cess which have not been deposited, with the appropriate authorities on account of disputes . (x). The accumulated losses of the Company on account of sale of assets is Rs. 1,38,87,314/-

(xi) Based on our audit procedures and the information and explanations given by the management, Company has not defaulted in repayment of its dues to any banks or financial institutes or debenture holders.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have generally been made therein. All shares, debentures, and other securities have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer form..

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) The Company has not obtained any term loan during the year.

(xvii) On the basis of our examination of the Cash Flow statement, the fund raised on short term basis have not been used for long term investments,. The Company has not raised long term funds during the year and hence, the use of such funds for short-term investments does not arise.

(xviii) 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 during the year.

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

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

(xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co. Chartered Accountants Firm Registration No. 104182W

Jayesh Shah Proprietor Membership No. 033864

Place: Mumbai Date : 23rd July, 2011.

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Mar 31, 2010

We have audited the Balance Sheet of NIYATI INDUSTRIES LIMITED as on 31st March 2010 and also the Profit and Loss Account 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 our opinion on these financial statements based on our audit:

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

In accordance with provision of Section 227 of the Companies Act, 1956, we report as under:

1) We have obtained all the information & explanations, which to the best of our Knowledge & belief were necessary for the purpose of our audit.

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

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

4) In our opinion, the Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report, comply with the accounting standards referred in sub section 3 (C) of section 211 of the Companies Act, 1956, to the extent applicable, Subject to the following : Note No.8 of Notes to the accounts regarding non compliance of Accounting Standard-15 “ Accounting for retirement benefit in the financial statements of employer” in respect of Gratuity accounting on cash basis. Note No.9 of Notes to the accounts regarding non compliance of Accounting Standard-28 “Impairment of Assets”

5) On the basis of the written representation received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company, i.e. Niyati Industries Ltd. As on 31st March, 2010 is disqualified for appointment as a director in the aforementioned company in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956 on the said date.

6) In our opinion and to the best of our information and according to the explanation given to us, the said accounts together with the notes and Schedule thereon give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India.

a. In case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

b. In the case of Profit & Loss accounts, of the profit for the year ended on that date.

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

7) As required by the Companies’ (Auditor’s Report) Order, 2003 and according to the information and explanation given to us during the course of the audit and on the basis of such checks as were considered appropriate, We further report that: (i) (a) The company has maintained proper records showing full particulars including quantitative details and situations of fixed assets

(b)As explained to us by the management, it is not possible to verify the existence of the leased assets as every one has stopped paying lease rent since many years and legal proceedings are initiated by the Company against them. As regards own assets, the Wind Turbine Generator, which was installed at Bhatiya, Dist. Porbandar, Gujarat., which had fell down due to mechanical fault. The machine was kept at the site only to claim the Insurance. The claim is still pending in the court and the management has not done any verification of the machine at the open site whether it is lying there or not. As explained to us, it is not possible to keep a track at the site as it is situated at very remote place. Therefore it is not possible for the management to say about the discrepancies if any.

(c)During the year, the Company has not disposed off any substantial part of fixed assets. (ii) (a) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regard to the nature of stocks, the frequency of the physical verification is reasonable. (b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of the inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business;

(c) The Company has maintained proper records of inventories. In our opinion, no discrepancies have been noticed on physical verification of inventories as compared to book records.

(iii) (a) As per the information furnished, the Company has not granted or taken any loans secured or unsecured to/from companies, firms or other parties covered in the Register, maintained under Section 301 of the Companies Act,1956;

(b) The rate of interest and other terms and conditions in respect of the unsecured loans given by the Company to its employees and others, are in our opinion, prima facie not prejudicial to the interest of the Company;

(c) In respect of such loans given by the Company, where stipulations have been made, they have generally repaid the principal amounts as stipulated and have been regular in payment of interest, where applicable;

(d) In respect of such loans given by the Company, there are no overdue amounts more than Rs. 1, 00,000/-.

(iv) 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 purchase of inventories, fixed assets and for sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system.

(v) (a) Based on the procedures applied by us and according to the information and explanation provided by the management, we are of the opinion that the transactions made in pursuance of contracts or arrangements, that need to be entered in to the register maintained under Section 301 of the Companies Act,1956 have been recorded in the register ;

(b) In our opinion and according to the information and explanation given to us, there are no transactions of purchase and sale of goods, materials and services made in pursuance of contracts or arrangements 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 during the year from the public within the meaning of the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. Hence, Clause (vi) of the order is not applicable.

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

(viii) The Company is not covered under Section 209(1)(d) of the Companies Act, 1956, hence not required to maintain cost records.

(ix) (a) According to the information and explanation given to us and the records examined by us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Employees’ State Insurance Fund, Income-tax, Sales- tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. According to the records of the Company and the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Custom Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues which have remained outstanding as at 31st March, 2010 for a period of more than six months from the date they become payable.

(b)According to the records of the Company and information and explanation given to us, the dues of Sales-tax, Custom Duty, Excise Duty, Income tax, wealth tax, cess which have not deposited, on account of disputes and the forum where the dispute is pending are as under.

The following matters of Income Tax are pending for various reasons.

A.Y. 1997-98 As per Appeal order disallowance of Rs. 19, 18,043/- A.Y. 1999-2000 As per appeal order disallowance of Rs. 2, 83,770/- A.Y. 2000-01 As per appeal order disallowance of Rs. 6, 94,992/- A.y. 2001-02 As per order disallowance of Rs. 2, 90,405/- A.Y. 2003-04 As per order disallowance of Rs. 6, 80,000/- The only demand raised by the Income Tax department is for A.Y. 2000-01 of Rs.28,99,780/- for which effect of appeal order is not given by the department. For all other years disallowances are adjusted against c/fd. Losses. There are many claims of TDS also are pending and hence no liabilities are expected. The Company has asked for the rectification for all the years giving actual effects of all orders and TDS claims. The Company had carried forward loses hence do not expect any further liability on account of Income Tax.

(x) The accumulated losses of the Company on account of unabsorbed depreciation as per Income Tax are Rs.17, 49,137/- (xi) Based on our audit procedures and the information and explanations given by the management, Company has defaulted in repayment of its dues to Gujarat State Financial Corporation for Rs. 64,72,258/-, the management explained that the Company has made a settlement with GSFC and are paying the installments in time as agreed in the settlement scheme.

(xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions in respect of dealing and trading in shares, securities, debentures and other investments and timely entries have generally been made therein. All shares, debentures, and other securities have been held by the Company in its own name except to the extent of the exemption granted under Section 49 of the Companies Act, 1956 and save for certain shares which are either lodged for transfer or held with valid transfer form.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks and financial institutions.

(xvi) The Company has not obtained any term loan during the year.

(xvii) On the basis of our examination of the Cash Flow statement, the fund raised on short term basis have not been used for long term investments,. The Company has not raised long term funds during the year and hence, the use of such funds for short-term investments does not arise.

(xviii) 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 during the year.

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

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

(xxi) On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co Chartered Accountants Firm Reg. No. 104182W

SD/- Jayesh Shah Proprietor Membership No. 033864

Place: Mumbai

Date : 24th August, 2010.