Auditor Report of Auto Pins (India) Ltd.

Jun 30, 2014

We have audited the accompanying financial statements of AUTO PINS INDIA LIMITED, which comprise the Balance Sheet as at 30th June 2014, and the Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date, 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, and financial performance in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, Implementation and maintenance of Internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making those risk assessments, the auditor considers internal control relevant to Che Company''s preparation and fair presentation or 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 off 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2014;

(ii) In the case of the Statement of Profit and Loss, of the PROFIT for the year ended on that date,and

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 2.25 of the financial statements relating to non-provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for on cash basis.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) of the Act, 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, and the Statement of Profit and Loss, and Cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, and the Statement of Profit and Loss dealt with by this report comply with the Accounting Standards notified under 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

(v) On the basis of written representations received from the directors, as at 30th June 2014, and taken on record by the Board or Directors, we report that none of the directors Is disqualified as on 30th June 2014 from being appointed as a director In terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure To The Auditor''s Report

Referred to in paragraph 1 of our report of even date,

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

(b) All the Assets have not been physically verified by the Management during the year, and no material discrepancies were noticed on such verification.

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

(ii) a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically 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. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956, Accordingly, the provisions of clause 4{iii) (b) (c) (d) (f) and (a) of the order are not applicable.

(v) 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 tor the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(vi) (a) According to the Information and explanation given to us,we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) in our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements required to be entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rupees five lacs in respect of any party during the year has been made at the prices which are reasonable having regard to prevailing market price.

(vii} During the year under review, the company has not accepted any deposits frtim public.

(viii) In our opinion, the company has an adequate In-house internal Audit system.

(ix) We have broadly reviewed the Books of Accounts maintained by the Company pursuant to the rules made by central government for the maintenance of cost records under section 209(i) (d) of the Companies Act, 1956, and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete,

(x) (a) According to the records of the company, the company is generally 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 statutory dues. Following Statutory dues were outstanding as at 30/06/2014 for a period of more than 6 months from the date they became payable,

a) Investor Education ft Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 43,170.00

(b) According to the records of the company, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess which have not been deposited on account of any dispute.

(xi) The company has no accumulated losses and has not incurred cash losses during the financial year ravened by our audit and the Immediately preceding financial year.

(xii) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues, the Company has not defaulted in repayment of dues to financial institutions and/or Banks

(xiii) According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiv) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xv) The nature of company''s business/activities during the year does not Include dealing In shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

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

(xvii) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xviii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term Investment by the company.

(xix) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xx) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xxi) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxii) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For Sanjay Rawal & Co. Chartered Accountants Firm Regn. No. 012820N

Sd/- (Sanjay Rawal) Partner Membership No-088156

Place: New Delhi Dated: 02.12.2014

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Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of AUTOPINS INDIA LIMITED , which comprise the Balance Sheet as at 30th June 2013, and the Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date, 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, and financial performance 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.

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: (i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2013; (ii) In the case of the Statement of Profit and Loss, of the PROFIT for the year ended on that date ,and (iii) In the case of Cash flow statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No.2.25 of the financial statements relating to non provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for on cash basis.

Report on Other Legal and Regulatory Requirements

1. The Companies (Auditor''s Report) Order, 2003 (''Order''), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, 1956 enclose 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:

(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, and the Statement of Profit and Loss, and Cash flow statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, and the Statement of Profit and Loss, 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 Act to the extent applicable; and

(v) On the basis of written representations received from the directors, as at 31 March 2013, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

Referred to in paragraph 1 of our report of even date,

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

(b) All the Assets have not been physically verified by the Management during the year, and no material discrepancies were noticed on such verification

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

(ii) a) The Inventory has been physically verified during the year by the

Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically 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. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iti) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(v) 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 for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(vi) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. Accordingly, para v(b) of the Companies {Auditors'' Report) Order, 2003 is not applicable.

(vii) During the year under review, the company has not accepted any deposits from public.

(viii) In our has an adequate in-house internal Audit system..

(ix) We have broadly reviewed the Books of Accounts maintained by the Company pursuant to the rules made by central government for the maintenance of cost records under section 209(i) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained, We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(x) (a) According to the records of the company, the company is generally 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 statutory dues. Following Statutory dues were outstanding as at 30/06/2013 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 28,890.00

(b) According to the records of the company, , there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(xi) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(xii) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

(xiii) According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiv) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xv) The nature of company''s business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

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

(xvii) According to the infprmattprsnd explanation given to us no term Loan has been taken byihe Comply during the year.

(xviii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xix) 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 and the price at which shares have been issued is prejudicial to the interest of the company.

(xx) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xxi) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxii) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

Firm regn. 00138364610

(Sanjay/Rawal)

Partner

Membership No.088156

Place: New Delhi

Dated: 30.10.2013

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Jun 30, 2012

1. We have audited the attached Balance Sheet of Auto Pins (India) Lid. as al 30th June 2012 and also Statement of Profit & Loss and the cash flow statement for the year ended on that date annexed hereto.

These financial statements are responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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.

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

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

i) We have obtained all the information and explanations, which to the best 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, except as referred in (vi) below.

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

iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Mow 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 , except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 30 June 2012 and taken on record by board of director, we report that none of the directors is disqualified as on 30th June 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) We report that:

a. Note No. 2.25 regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting Standard rules 2006, amount not ascertained by the management.

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact (to the extent ascertainable) as given in paragraph VI above give a true and fair view in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2012;

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

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

Referred to in paragraph 3 of our report of even date,

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

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

(ii) a) The Inventory has been physically verified during the year by the Management.

In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically 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. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(iv) 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 for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. Accordingly, para v(b) of the Companies (Auditors'' Report) Order, 2003 is not applicable.

(vi) During the year under review, the company has not accepted any deposits from public.

(vii) In our opinion, the company has an adequate in-house internal Audit system.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by central government for the maintenance of cost records under section 209(1) (d) of the Companies Act,1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally 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 statutory dues. Following Statutory dues were outstanding as at 30/06/2012 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 13,320.00

(b) According to the records of the company, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

(xii) According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xiii) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xiv) The nature of company''s business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

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

(xvi) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xviii) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xx) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxi) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

FIRM REGN NO. 012020N

(Sanjay Rawal)

Partner

M. NO. 088156

Place: New Delhi

Dated: 03/12/2012

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Jun 30, 2011

1. We have audited the attached Balance Sheet of Auto Pin's (India) Ltd. as at 30th June 2011 and also the Profit & Loss account and the cash flow statement for the year ended on that date annexed hereto. These financial statements are responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with, 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.

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

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

i) We have obtained all the information and explanations, which to the best 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, except as referred in (vi) below.

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

iv) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 30th June 2011 and taken on record by board of director, we report that none of the directors are disqualified as on 30th June from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) We report that:

a) Note No.4(a) regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting, Standard rules 2006, amount not ascertained by the management

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact( to the extent ascertainable) as given in paragraph VI above give a true and fair view in conformity with the accounting principles generally accepted in India:

b) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2011:

c) In the case of Profit and Loss Account, of the PROFIT for the year ended on that date, and

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

ANNEXURE TO THE AUDITOR'S,REPORT

Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) Assets have not been physically verified by the Management during the year.

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

(ii) a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically 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. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(ii) 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 for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(iii) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. According, Para v(b) of the Companies (Auditors' Report) Order, 2003 is not applicable.

(iv) During the year under review, the company has not accepted any deposits from public.

(v) In our opinion, the company has an adequate in house internal Audit system..

(vi) According to information and explanation given to us provision of section 209 (i) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply 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, Investor Education and Protection Fund Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 30/06/2011 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

(b) According to the records of the company, except for disputed Sales Tax dues of Rs. 5,00,000.00 as referred to in Note No.1 being contested before Sales Tax Appellate authority, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(viii) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash loss.es in immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for -Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks.

(x) According to the information and explanations .given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xi) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xii) The nature of company's business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

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

(xiv) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xv) According to the Information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xvi) 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 and the price of the same in our opinion is not prima facie prejudicial to the interest of the company,

(xvii) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xviii) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xix) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co. Chartered Accountants:: FIRM REGN NO. 012820N

(Sanjay Rawal) Partner

M. NO.088t56

Place: New Delhi

Dated: 15.11.2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Auto Pins (India) Ltd. as at 31st March 2010 and also the Profit & Loss account and the cash flow statement for the year ended on that date annexed hereto.

These financial statements are responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We 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.

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

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

i) We have obtained all the information and explanations, which to the best 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, except as referred in (vi) below.

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

iv) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 , except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by board of director, we report that hone of the directors are 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) We report that:

a) Note No.4(a) regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting Standard rules 2006, amount not ascertained by the management

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact( to the extent ascertainable) as given in paragraph VI above give a true and fair view in conformity with the accounting principles generally accepted in India:

b) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

c) In the case of Profit and Loss Account, of the PROFIT for the year ended on that date, and

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

ANNEXURE TO THE AUDITORS REPORT Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) Assets have not been physically verified by the Management during the year.

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

(ii) a) The Inventory has been physically verified during the year by the Management.

In our opinion, the frequency of verification treasonable.

(b) The procedures of physically 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. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(ii) 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 for the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(iii) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. According, para v(b) of the Companies (Auditors Report) Order, 2003 is not applicable.

(iv) During the year under review, the company has not accepted any deposits from public.

(v) In our opinion, the company has an adequate inhouse internal Audit system..

(vi) According to information and explanation given to us provision of section 209 (i) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply to the company.

(vii) (a) According to the records of the company, the company is not 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 statutory dues. Following Statutory dues were outstanding as at 31/03/2010 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

(b) According to the records of the company, except for disputed Sales Tax dues of Rs. 20,68,084.00 as referred to in Note No.l being contested before Sales Tax Appellate authority,there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(viii) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

(x) According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other securities.

(xi) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xii) The nature of companys business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

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

(xiv) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xv) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xvi) The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xvii) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xviii) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does notarise.

(xix) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

FIRM RFGN NO , 012820N

Partner

M. NO. 088156

Place: New Delhi

Dated: 31.08.2010