Auditor Report of Worldwide Aluminium Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of WORLDWIDE LEATHER EXPORTS LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2015. the Statement ot Profit and Loss, the Cash Flow Statement for the year then ended, and summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities: selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the disclosures in the financial statements. The procedures selected depend cm the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk- assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and there as on ableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements

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

Basis of Qualified Opinion

The Company is not disclosing particulars as required in pursuance to Accounting Standard - 15 "Employee Benefit'' (Note 2 7(9)).

Qualified Opinion

in our opinion and to the best our information and according to the explanations given to us, except for the effects ot matter described at the Basis of Qualified Opinion paragraph, 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.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3and 4 of the said Order.

As required by Sectionl43 (3) of the Act, we report that:

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

(b) in our opinion proper books of account as required by law have been kept by the Company so far as 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 and with the returns received from branches visited by us;

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule7 of the Companies (Accounts) Rules. 2014.

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

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

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

ii. the Company does not have any material foreseeable losses on long term contracts including derivative contracts which would impact its financial position;

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

ANNEXURE TO THE AUDITORS' REPORT

Referred to in paragraph 6 of our Report of even date for the year ended 31st March, 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that

(i) (a) The Company has maintained propel records showing full particulars, including quantitative details and situation of fixed assets are being updated by the Company.

(b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

(ii) (a) According to the information and explanations given to us, the management has conducted physical verification of inventory at reasonable intervals during the year. However, there is no inventory' at the dose of the year under review.

(b) in our opinion, 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) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory and there are no material discrepancies between physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Companies Act. 2013 Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

(vi) As per information and explanations given to us, maintenance of Cost records as prescribed under section 148(1) of the Companies Act. 2013 is not applicable to the Company.

(vii) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty excise, value added tax, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable except for Fringe Benefit Tax payable Rs. 39,110/- for A. Y. 2007- 2008 and Rs. 15,279/- for A. Y. 2008 - 2009.

(b) According to the information and explanations given to us, no dues of income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax and cess, as applicable, which have not been deposited on account of any dispute.

(c) There were no amount which were required to be transferred to the Investor Education and Protection Fund by the Company in accordance with relevant provisions of the Act.

(viii) The Company does not have accumulated losses. The Company has not incurred any cash losses during the financial year covered by our audit but has incurred cash loss in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institution, bank or debenture holder.

(x) As per the information and explanations provided to us, the Company has not given any guarantees for loans taken by others from banks or financial institutions.

(xi) The Company has not taken any Term Loan during the year under review,

(xii) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the period covered by our audit,

For B. Chhawchharia & Co. Chartered Accountants

Place: New Delhi Abhishck Gupta Date. 30th May, 2015 Partner

Firm Registration No: 305123E Membership No: 529082

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Mar 31, 2014

We have audited the accompanying financial statements of M/s WORLDWIDE LEATHER EXPORTS LIMITED, which comprise the Balance Sheet as at March 31,2014, 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.

2. 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/20/13 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 v iew and are free from material m isstatement, whether due to fraud or error.

3. 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 ourauditopinion.

4. Basis of Qualified Opinion

a) The company is not disclosing the information under The Micro, Small and Medium Enterprises Development Act, 2006 (Note 28 (3(b)); and

b) The company is not disclosing particulars as required in pursuance of Accounting Standard 15 Employee Benefit (Note 28 (9))

b) The company is not disclosing particulars as required in pursuance of Accounting Standard - 15 "Employee Benefit".

5.Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matter described in the Basis of Qualified Opinion paragraph, 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 Profit and Loss Account, of the toss 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.

6. Report on Other Legal and Regulatory Requirements

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

2. Asrequiredbysection227(3)oftheAct,wereportthat:

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 and Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches visited by us;

d) in our opinion, the Balance Sheet and Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under 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, 2011, 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 TO THE AUDITORS'' REPORT

Referred to in paragraph 6 of our Report of even date for the year ended 31st March. 2014

1) a) Proper record showing full particulars including the quantitative details and situation of fixed assets are being updated by the company.

b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed off substantial part of its fixed assets during the year.

2) a) According to the information and explanations given to us. the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. During the year the Company has written off discrepancies noticed on verification between the physical stocks and the book records, which is not substantial in view of the nature and size of the company.

3) The company has not taken/given unsecured loans from/ to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

4) In our opin ion and according to the information and explanations 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 purchases of inventory and fixed assets and with regard to the sale of goods, services and fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5) a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under the said Section have been so entered.

b) In our opinion and according to the information and explanations given to us, transaction made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of a party during the year has been made at price which is reasonable having regard to prevailing market prices at the relcvanttime.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any 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) As per information and records provided to us and as per broad review of the same, the company is maintaining most of the cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9) a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance. income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable except for Fringe Benefit Tax payable of.'' 39,110/-for AY. 2007-08 and '' 15,279/-for A.Y 2008-09.

b) According to the information and explanations given to us, no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess, as applicable, which have not been deposited on account of any dispute.

10) The company does not have accumulated losses. The company has incurred cash losses during the financial year covered by our audit but has not incurred any cash loss in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12) As per information and explanations provided 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) In our opinion the company is not a chit fund or a nidhi/mutual benefit fund/ society.

14) The company is not dealing or trading in shares, securities, debentures and other investments. However, Investments of the Company are held in its own name

15) As per information and explanations provided to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any Term Loan during the year under review.

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

18) 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 financial year.

19) During the period covered by our audit report, the company has not issued any debentures.

20) The company has not raised money by public issues during the financial year concerned.

21) 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 B.Chhawchharia & Co. Chartered Accountants

Abhishek Gupta Partner Place: New Delhi Firm Registration No: 305123E Date : 30th May, 2014 Membership No. - 529082

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Mar 31, 2013

1. Report on the Financial Statements

We have audited the accompanying financial statements of M/s WORLDWIDE LEATHER EXPORTS LIMITED, which comprise the Balance Sheet as at March 31, 2013, 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.

2. 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. 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.

3. 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 ofthe financial statements.

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

4. Basis of Qualified Opinion

a) The company is not disclosing the information under The Micro, Small and Medium Enterprises Development Act, 2006 (Note 26 (3(b)); and

b) The company is not disclosing particulars as required in pursuance of Accounting Standard -15 "Employee Benefit".

5.Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, exceptfor the effects of matter described in the Basis of Qualified Opinion paragraph, 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 Profit and Loss Account, of the loss for the year ended on that date; and

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

6. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said 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 and Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from branches visited by us;

d) in our opinion, the Balance Sheet and 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 pay able by the Company.

ANNEXURE TO THE AUDITORS'' REPORT

Referred to in paragraph 6 of our Report of even date for the year ended 31a March, 2013

1) a) Proper record showing full particulars including the quantitative details and situation of fixed assets are being updated by the company.

b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed off substantial part of its fixed assets during the year.

2) a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. During the year the Company has written off discrepancies noticed on verification between the physical stocks and the book records, which is not substantial in view of the nature and size of the company.

3) The company has not taken/given unsecured loans from/ to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

5) a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under the said Section have been so entered.

b) In our opinion and according to the information and explanations given to us, transaction made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of a party during the year has been made at price which is reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any 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) As per information and records provided to us and as per broad review of the same, the company is maintaining most of the cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9) a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable except for Fringe Benefit Tax payable oft 39,110/- for AY. 2007-08 andt 15,279/- for A.Y 2008-09.

b) According to the information and explanations given to us, no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess, as applicable, which have not been deposited on account of any dispute.

10) The company does not have accumulated losses. The company has incurred cash losses during the financial year covered by our audit but has not incurred any cash loss in the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12) As per information and explanations provided 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) In our opinion the company is not a chit fund or a nidhi/mutual benefit fund/ society.

14) The company is not dealing or trading in shares, securities, debentures and other investments. However, Investments of the Company are held in its own name except as stated in note 4on Note 26 to the accounts.

15) As per information and explanations provided to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any Term Loan during the year under review.

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

18) 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 financial year.

19) During the period covered by our audit report, the company has not issued any debentures.

20) The company has not raised money by public issues during the financial year concerned.

21) 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 B.Chhawchharia & Co.

Chartered Accountants

Abhishek Gupta

Partner

Place: New Delhi Firm Registration No: 305123E

Date: 29th May, 2013 Membership No: 529082

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Mar 31, 2012

We have audited the attached balance sheet of Worldwide Leather Exports Limited as at 31st March 2012, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in the Annexure referred to above, we report that:

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

(ii) 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;

(iii) The Balance Sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) Subject to our comments hereinafter, the Balance Sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant Accounting Policies and Notes to the Accounts, give the information required by the Companies Act, 1956, in the manner so required and subject particularly to notes on note 26 regarding (i) Provision of gratuity for employees not covered under the scheme of Life Insurance Corporation of India (Accounting Policy), (ii) Dues to SSI Units and non-disclosure of information under the Micro, Small and Medium Enterprises Development Act, 2006 (note 3) and (iii) non disclosure of particulars as required in pursuance of Accounting Standard - 15 (note 11), 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 31st March 2012;

(b) in the case of the profit and loss account, 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.



For B. CHHAWCHHARIA & Co.

Chartered Accountants

Pradeep K. Chhawchharia

Partner

Firm Registration No: 305123E

Membership Number:050786

Place: New Delhi

Date: 30lh May, 2012

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Mar 31, 2010

We have audited the attached balance sheet of Worldwide Leather Exports Limited as at 31st March 2010, the profit and loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

2. Further to our comments in the Annexure referred to above, we report that:

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

(ii) 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;

(iii) The Balance Sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

(iv) Subject to our comments hereinafter, the Balance Sheet, profit and loss account and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant Accounting Policies and Notes to the Accounts, give the information required by the Companies Act, 1956, in the manner so required and subject particularly to notes on schedule 22 regarding (i) Provision of gratuity for employees not covered under the scheme of Life Insurance Corporation of India (Accounting Policy), (ii) non disclosure of particulars as required in pursuance of Accounting Standard - 15 (note 13) and (iii) Dues to SSI Units and non-disclosure of information under the Micro, Small and Medium Enterprises Development Act, 2006 (note 3), 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 31st March 2010;

(b) in the case of the profit and loss account, 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.

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 1 of our Report of even date for the year ended 31st March, 2010.

1) a) Proper record showing full particulars including the quantitative details and situation of fixed assets are being updated by the company.

b) According to the information and explanations given to us, all the assets have not been physically verified by the management during the year but there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) The company has not disposed off substantial part of its fixed assets during the year.

2) a) According to the information and explanations given to us, the management has physically verified the inventory during the year. In our opinion, the frequency of verification is reasonable.

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

c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. During the year the Company has written off discrepancies noticed on verification between the physical stocks and the book records, which is not substantial in view of the nature and size of the company.

3) The Company has not taken or granted any loans to companies, firms and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

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

5) a) According to the information and explanations given to us, we are of the opinion that the particulars of contract or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under the said Section have been so entered.

b) In our opinion and according to the information and explanations given to us, a transaction made in pursuance of contracts or arrangements entered in the registers maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lakh rupees in respect of a party during the year has been made at price which is reasonable having regard to prevailing market prices at the relevant time.

6) In our opinion and according to the information and explanations given to us, the company has not accepted any 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) As per information and records provided to us and as per broad review of the same, the company is maintaining most of the cost records as prescribed under Section 209 (1) (d) of the Companies Act, 1956.

9) a) According to the records of the company, generally the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, and no such statutory dues were outstanding as at the last day of the financial year under review for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us, no dues of sale tax, income tax, customs duty, wealth tax, service tax, excise duty, and cess, as applicable, which have not been deposited on account of any dispute.

10) The company does not have accumulated losses. The company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

11) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution, bank or debenture holder.

12) As per information and explanations provided 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) In our opinion the company is not a chit fund or a nidhi/mutual benefit fund/ society.

14) The company is not dealing or trading in shares, securities, debentures and other investments. However, investments of the Company are held in its own name, except those held by amalgamating company.

15) As per information and explanations provided to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company has not taken any Term Loan during the year concerned.

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

18) 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 financial year.

19) During the period covered by our audit report, the company has not issued any debentures.

20) The company has not raised money by public issues during the financial year concerned.

21) 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 B. CHHAWCHHARIA & Co.

Chartered Accountants



(VINIT BAGARIA)

Place : Gurgaon Partner

Date : 26th July, 2010 Membership Number : 500872