Auditor Report of CCL International Ltd.

Mar 31, 2016

To,

The Members of

CCL INTERNATIONAL LIMITED

1. Report on the Financial Statements

We have audited the accompanying financial statements of CCL International Limited (“the Company”), which comprise the Balance Sheet as at March 31,2016, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the 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 & presentation 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 Rule 7 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 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.

3. Auditors'' 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 on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness 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.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements gives 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 31,2016;

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

5. Report on Other Legal and Regulatory Requirement

i. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014; and

e. On the basis of written representations received from the directors, as on March 31, 2016 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2016 from being appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”; and

iii. 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:

a. The Company does not have any litigation on its financial position.

b. The Company has not made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

c. The company was not required to deposit or pay any dues in respect of the Investor Education and Protection Fund during the year.

The Annexure-A referred to in our Independent Auditors'' Report to the members of the company on the standalone financial statements for the year ended March 31,2016, we report that:

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situations of Fixed Assets.

b. The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

c. The title deeds of all the immovable properties (which are included under the head ''fixed assets'') are held in the name of the Company.

2. In respect of Inventory:

a. The management has conducted physical verification of inventory at reasonable intervals during the year.

b. 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. The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

3. 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 Act.

4. According to information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees and security.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).

6. According to the information and explanations given to us, pursuant to the rules prescribed by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, we have broadly reviewed the cost records and are of the opinion that prima facie, the prescribed records have been made and maintained by the Company.

7.

(i) According to the information and explanations given to us and on the basis of examination of the records of the Company, the company is generally regular in depositing undisputed statutory dues including Income Tax, TDS, Sales Tax, Service Tax, Custom Duty, Excise Duty, Value Added Tax, Cess and any other material statutory dues with the appropriate authorities to the extent applicable. There are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31 March 2016.

(ii) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty and Cess, which have not been deposited on account of any dispute.

8. In our opinion, and according to the information & explanations given to us, the company has not defaulted in repayment of dues to bankers & financial institutions. The Company does not have any outstanding debentures during the year.

9. The Company did not raise moneys byway of initial public offer or further public offer (including debt instruments). In our opinion, the term loans availed during the year were applied for the purposes for which the loans were obtained.

10. No fraud by the Company or on the Company by its officers or employees has been noticed or reported during the period covered by our audit.

11. The Managerial remuneration has been paid in accordance with the provisions of section 197 read with Schedule V to the Companies Act, 2013.

12. Since the company is not a Nidhi Company, this clause is not applicable.

13. According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where ever applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

14. According to the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review.

15. According to the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with him and the provisions of section 192 of Companies Act, 2013 have been complied with;

16. The Company is not required to be registered under section 45-IAof the Reserve Bank of India Act, 1934.

(Referred to in paragraph 5(ii) (f) under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of CCL International Limited (“the Company”) as of 31st March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on

Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”)issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KPMC & Associates

Chartered Accountant

Firm Reg. No. 005359C

Date: 30.05.2016

Place: Delhi .. ,

(Sanjay Mehra)

Partner

M No.075488

---

Mar 31, 2015

We have audited the accompanying financial statements of CCL International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statement

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 & presentation 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 Rule 7 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 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.

Auditors' 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 thereunder.

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 on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness 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.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone financial statements gives 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, 2015;

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

Report on Other Legal and Regulatory Requirement

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub- section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable

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

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

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

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

d. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with rule 7 of the Companies (Accounts) Rules, 2014; and

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

f. With respect to the other matters 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 litigation on its financial position.

ii. The Company has not made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

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

Annexure to Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the company on the standalone financial statements for the year ended March 31, 2015, we report that:

1. In respect of Fixed Assets:

a. The Company has maintained proper records showing full particulars, including quantitative details and situations of Fixed Assets.

b. The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification of the fixed assets is reasonable having regard to the size of the Company and the nature of its assets.

2. In respect of Inventory:

a. The management has conducted physical verification of inventory at reasonable intervals during the year.

b. 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. The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

3. 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 Act. Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.

4. In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets 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.

5. The Company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly, the provisions of clause 3(v) of the Order are not applicable.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub section (1) of Section 148 of the Act in respect of Company's product and services and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained.

7.

(i) According to the information and explanations given to us and on the basis of examination of the records of the Company, the company is generally regular in depositing undisputed statutory dues including Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, excise duty, TDS, ,value added tax, Cess and any other statutory dues with the appropriate authorities to the extent applicable. There are no undisputed statutory dues payable for a period of more than six months from the date they become payable as at 31 March 2015.

(ii) According to the information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty and Cess, which have not been deposited on account of any dispute.

(iii) No amounts were required to be transferred to investor education and protection fund. Hence, clause 3 (vii) (c) of the order is not applicable to the Company.

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

9. In our opinion, and according to the information & explanations given to us, the company has not defaulted in repayment of dues to bankers & financial institutions. The Company does not have any outstanding debentures during the year.

10. As per information and explanations given to us, the terms and conditions on which the company has not given corporate guarantee for loans taken by companies from banks or financial institutions are not, prima facie, prejudicial to the interest of the company.

11. On the basis of records made available and according to information and explanations given to us, the company has applied its term loans for the purposes for which the loans were obtained.

12. Based upon the audit procedure performed for the purpose of reporting the true and fair view and on the basis of the 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 KPMC & Associates

Chartered Accountant

Firm Reg. No. 005359C

Date: 30.05.2015

Place: Delhi (Sanjay Mehra)

Partner

M No. 075488

---

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that gives 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 notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13,2013 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.

Auditors'' Responsibility

3. 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.

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

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

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements gives 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 Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirement

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

8. 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 purpose of our audit;

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

III. The financial statements dealt with by this report are in agreement with the books of account;

IV. In our opinion, the financial statements comply with the Accounting Standards notified under the Companies Act, 1956 ("the act") read with 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 on March 31, 2014 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of clause (g)of sub-section (1) of Section 274 of the Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF CCL INTERNATIONAL LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014 (Referred to in paragraph 7 under "Report on Other Legal and Regulatory Requirements" section of our report of even date)

1. In respect of Fixed assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situations of Fixed Assets.

(b) According to information and explanation given to us, all the assets have been physically verified by the management during the year under the 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) During the year, no part of the fixed assets of the Company was disposed off.

2. In respect of Inventory:

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

(b) In our opinion, and according to the information ad explanations given to us, 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.

(b) In our opinion and according to the information and explanation given to us, the company has Maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The Company has not taken loans secured or unsecured to/ from the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956.

In respect of loans, secured or unsecured, granted by the company to parties covered in the Register maintained under section 301 of the Companies Act, 1956, according to the information and explanation given to us the companies has not granted any loan to any party.

4. In our opinion and according to the information and explanation given to us, there is an adequate Internal Control System commensurate with the size of the Company and the nature of its business for the purchases of Inventory, Fixed Assets and with regard to the sale of goods and services. During the course of our audit, no major weakness had been noticed in internal control system.

5. In respect of contracts or arrangements entered in the Register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanation given to us:

a) The particulars of contracts or arrangements referred to in section 301 of the Act that needed to be entered in 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, it is our opinion that these transactions have been made at reasonable process having regards to the prevailing market price.

6. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposit from the public and hence directive issued by the Reserve bank of India and the Provisions of section 58A and 58AA of the Companies Act, 1956 and rules framed there under are not applicable for the year under audit.

7. In our opinion and according to the information and explanation given to us, the company has an adequate internal audit system commensurate with the size of the company and the nature of business.

8. We have been informed by the management, no cost records have been prescribed under section 209(1) (d) of the Companies Act, 1956.

9. (a) According to information and explanation given to us and the books and records examined by us the Company is regular in depositing undisputed statutory dues including Income Tax, TDS, Wealth Tax, Sales Tax, Service Tax and other material statutory dues as applicable with appropriate authorities. No undisputed amounts were in arrears as at 31st March, 2014 for a period of more than six months from the date they become payable.

(b) According to the records of the Company, there are no dues outstanding of Income Tax, TDS, Wealth Tax, Service Tax as at 31st march 2014, which have not been deposited with the appropriate authorities on account of any dispute.

10. In our opinion, the Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediately preceding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders as the company has paid all outstanding during the year.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities during the year.

13. In our opinion, the Company is not a chit fund or a nidhi or a mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

14. In our opinion and according to the information and explanation given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments therefore the provision of clause 4 (xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. Based on our examination of the records and information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

17. According to information and explanation given to us, and an overall examination of Balance Sheet and Cash Flow Statement of the Company, we report that no fund raised on short term basis have been, prima facie, used for long term investment and no long term fund have been used to finance short term requirement.

18. During the year, 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.

19. The company has not issued any secured debentures during the year.

20. The Company has not raised any money through a public issue during the year.

21. According to the information and explanation given to us, we report that no fraud of material significance on or by the company has been noticed or reported during the course of our audit.

For VIDYA & COMPANY Chartered Accountant Firm No. 308022E

Date : 30.05.2014 Place: Delhi (S.P. Agarwal) Partner M. No. 088663

---

Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of CCL International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

3. 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.

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

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

Opinion

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

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

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

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

Report on Other Legal and Regulatory Requirements

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

8. 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 purpose 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 financial statements dealt with by this report are in agreement with the books of account;

IV) in our opinion, the financial statements comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act.

V) 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF CCL INTERNATIONAL LIMITED, ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2013. Annexure referred to in paragraph 3 of the Auditor''s Report of even date to the Members of CCL INTERNATIONAL LIMITED. On the accounts for the yearended 31st March 2013.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As per the information and explanations given to us, there is a phased program of physical verification of fixed assets adopted by company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the company and nature of its business.

» (c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that there was no substantial sale of fixed Assets during the financial year ended on 31.03.2013. Hence, the Going Concern Assumption of the company is not affected.

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

(b) In our opinion, and according to the information ad explanations given to us, 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) The company is maintaining proper records of inventories. In our opinion, The Company is maintaining proper records of inventory and no material discrepancies between physical inventory and book records were noticed on physical verification.

3. (a) The company has not granted any loan, secured or unsecured to companies, firms or other Parties covered in the register under section 301 of the Act.

(b) The company has not taken unsecured loan from parties covered in the register Maintain Under section 301 ofthecompaniesAct1956.

(c) As per information given to us, unsecured loan taken by the company from parties covered in the register maintained under section 301 of the companies Act, 1956 are interest free and other terms and conditions loan taken by the company are prima facie not prejudicial to the interest of the Company.

(d).As per the information and explanation given to us, the company is regular in payment of principal.

4. In our opinion and according to information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regards to purchase of inventory and fixed assets and for the sale of shares/debentures. During the course of our audit, no major weakness had been noticed in the internal controls.

5. (a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion all transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) Based of the information and explanations given to us , it is our opinion that these transactions have been made at reasonable process having regards to the prevailing market price.

6. Based on our scrutiny of the company''s record and according to the information and explanations provided by the management, the company has not accepted any deposits so far up to 31.03.2013.

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

8. We have been informed by the management, no cost records have been prescribed under section 209(1 )(d) of the Companies Act, 1956.

9. (a) According to the information and explanations given to us and records examined by us, the company is regular in deposition, with the appropriate authorities, undisputed statutory dues including Income Tax, Wealth Tax, Cess and other statutory dues, applicable to it.

(b) According to information and explanations given to us , no undisputed amount payable in respect of income tax, wealth tax , cess and other statutory dues were outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

(c) There are no dues of Sales tax, Income tax / Wealth Tax, Excise duty/ Cess, which have been deposited on account of any dispute.

10. The Accumulated losses of the company are not more than fifty percent on its net worth at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit and immediately Proceeding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders as the company has paid all outstanding during the year.

12. Based on our examination of the records and nformation and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares , debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society.

14. The Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debenture and other investments have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

15. Based on our examination of the records and information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, no term loan has been obtained by the company. Hence comment under the clause is not called for.

17. According to the information and explanations given to us and on an overall explanation of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. During the year, 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.

19. The company has not issued any secured debentures during the year.

20. The company has not raised any money by public during the period covered by our report. To the best of our knowledge and belief an 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 ouraudit.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of ouraudit.

For VIDYA& COMPANY

Chartered Accountant

Firm No. 308022E

(S.P. AGARWAL)

Date : 30.05.2013 PARTNER

Place : Delhi M No. 088663

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of CCL INTERNATIONAL LIMITED, as at 31st March 2011 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion of these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether financial statements are free of material misstatement. An audit include examine on a test basis, evidence supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by the management. As well as evaluating the overall financial 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 Department of Company Affairs 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 comment in paragraph 3 above, we report that:-

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

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

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

d. In our opinion, the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Sub - Section (3C) of Section 211 of the Companies Act, 256.

e. On the basis of written representation received from the directors and taken on the record by the board of directors, we report that none of director is disqualified as on 31st March 2011 from being appointed as director in terms of section 274(l)(g) of the Companies Act, 1956.

f. In our Opinion and to the best of our information and according to explanations given to us the said account read with the Notes there to give the information required by the Companies Act, 1956 in the manner as required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

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

(b) In case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT

ANNEXURE

Annexure referred to in paragraph 3 of the Auditor's Report of even date to the Members of CCL INTERNATIONAL LIMITED. On the accounts for the year ended 31st March 2011.

1(a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As per the information and explanations given to us, there is a phased program of physical verification of fixed assets adopted by company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the company and nature of its business.

(c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended on 31.03.2011 substantial or otherwise. Hence the question of reporting whether sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

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

(b) In our opinion, and according to the information and explanations given to us, 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) The company is maintaining proper records of inventories. In our opinion, the discrepancies verification of stocks were not material in relation to the operation of company and the same have been properly dealt with in the books of accounts.

3(a) The Company has not granted any loan, secured or unsecured to companies, firms or other Parties Covered in the register under section 301 of the Act.

(b) The company has taken unsecured loan from 2(Two) parties covered in the register Maintain Under section 301 of the companies Act 1956 as explained in point 4 below.

The year end balance of loan taken from such parties was Rs. NIL

(c) As per information given to us, unsecured loan taken by the company from parties covered in the register maintained under section 301 of the companies Act,1956 are interest free and other terms and conditions loan taken by the company are prima facie not prejudicial to the interest of the Company.

(d) As per the information and explanation given to us, the company is regular in payment of principal and being all such loan are interest free, thus no interest is being paid on the above loan.

4. In our opinion and according to 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 regards to purchase of stores and fixed assets and for the sale of shares/debentures. During the course of our audit, no major weakness had been noticed in the internal controls.

5(a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion all transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) Based of the information and explanations given to us, it is our opinion that these transactions have been made at reasonable process having regards to the prevailing market price.

6. Based on our scrutiny of the company's record and according to the information and explanations provided by the management, the company has not accepted any deposits so far up to 31.03.2011.

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

8. We have been informed by the management, no cost records have been prescribed under section 209(l)(d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us and records examined by us, the company is regular in deposition, with the appropriate authorities, undisputed statutory dues including Income Tax, Wealth Tax, Cess and other statutory dues, applicable to it.

(b) according to information and explanations given to us , no undisputed amount payable in respect of income tax , wealth tax , cess and other statutory dues were outstanding as at 31st March 2011 for a period of more than six months from the date they became payable.

(c) There are no dues of Sales tax, Income tax / wealth Tax, excise duty/cess, which have been deposited on. account of any dispute.

10. The Accumulated losses of the company are not more than fifty percent on its net worth at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit and immediately Proceeding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders as the company has paid all outstanding during the year.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debenture and other investments have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

14. Based on our examination of the records and information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

15. According to the records of the company, no term loan has been obtained by the company. Hence comment under the clause is not called for. According to the information and explanations given to us and on an overall explanation of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

16. The company has not made any preferential allotment of shares during the year.

17. There are no secured debentures outstanding as at the yearend.

18. The company has not raised any money by public during the period covered by our report. To the best of our knowledge and belief an 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.

19. The company has not issued any secured debentures during the year.

20. The company has not raised any money by public during the period covered by our Report.

21. According to the information and explanation given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR VIDYA & COMPANY Chartered Accountants

Film No.308022E

Date : 31.05.2011 (S.P.AGARWAL)

Place : New Delhi PARTNER

M No. 088663

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of CCL INTERNATIONAL LIMITED, as at 31st March 2010 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that annexed thereto. These financial Statements are the responsibility of the companys management. Our responsibility is to express an opinion of these financial statements based on our audit.

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

3. As required by the companies ( Auditors Report) Order 2003 , as amended by Companies ( Auditors Report ) ( Amendment ) Order , 2004 issued by the Department of Company Affairs 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 comment in paragraph 3 above, we report that :-

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

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

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

(iv) In our opinion, the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Sub - Section (3C) of Section 211 of the Companies .Act, 1956.

(v) On the basis of written representation received from the directors and taken on the record by the board of directors, we report that none of director is disqualified as on 31st March 2010 from being appointed as director in terms of section 274(l)(g) of the Companies Act, 1956.

(vi) In our Opinion and to the best of our information and according to explanations given to us the said account read with the Notes there to , give the information required by the Companies Act, 1956 in the manner - as required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

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

(b) In case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT Annexure referred to in paragraph 3 of the Auditors Report of even date to the Members of CCL INTERNATIONAL LIMITED. On the accounts for the year ended 31st March 2010.

l.(a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As per the information and explanations given to us, there is a phased program of physical verification of fixed assets adopted by company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the company and nature of its business.

(c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended on 31.03.2010 substantial or otherwise. Hence the question of reporting whether sale of any substantial part of fixed assets has affected the going concern of the company does not arise.

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

(b) In our opinion, and according to the information ad explanations given to us, 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) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. (a) The Company has not granted any Loan, Secured or Unsecured to Companies, Firms or Other Parties covered in the register under section 301 of the Act.

(b) The Company has taken unsecured loan from 2 ( Two ) parties covered in the register maintain under section 301 of the Companies Act,1956 as explained in point. 4 below. The yearend balance of loan taken from such parties was Rs. NIL.

(c) As per information given to us, unsecured loan taken by the Company from parties covered in the register maintained under section 301 of the Companies Act, 1956 are interest free and other terms and conditions of loan taken by the Company are prima facie not prejudicial to the interest of the Company.

(d) As per the information and explanation given to us, the company is regular in payment of principal and being all such loan are interest free, thus no interest is being paid on the above loan.

4. In our opinion and according to 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 regards to purchase of stores and fixed assets and for the sale of shares/debentures. During the course of our audit, no major weakness had been noticed in the internal controls.

5. In respect of contracts or arrangements entered in the register maintained pursuance of section 301 of the Companies Act, 1956 and according to the information and explanations given to us:-

a) The particulars of the contracts or arrangements referred to in section 301 that needed to be entered into the register, maintained under the said section have been so entered.

b) In our opinion and having regard to our comments in paragraph (5) above , the transactions made in pursuance of such contracts and arrangements aggregating during the year to Rs. 5.00 lacs or more in respect of each party, have been made at prices which are reasonable having regard to the prevailing market prices.

6. Based on our scrutiny of the companys record and according to the information and explanations provided by the management, the company has not accepted any deposits so far up to 31.03.2010.

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

8. We have informed by the Management, no cost records has been prescribed under section 209(1) (d) of the Companies Act, 1956.

9(a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection- Fund, income tax, Sales Tax, wealth tax, services tax, custom duty, excise duty, cess and other statutory dues, applicable to it.

(b) According to information and explanations given to us , no undisputed amount payable in respect of income tax , wealth tax , services tax, custom duty, excise duty, cess and other statutory dues were in arrears, as at 31st March 2010 for a period of more than six months from the date they became payable.

10. The Accumulated losses of the company are not more than fifty percent on its net worth at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit and immediately preceding financial year.

11. Based on our audit procedure and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders as the company has paid all outstanding during the year.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As per the information and explanations given to us the provisions of any special statute applicable to chit fund do not apply to the company. The company is also not a nidhi / mutual benefit fund / society.

14. The Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debenture and other investments have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

15. Based on our examination of the records and information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, no term loan has been obtained by the company. Hence comment under the clause is not called for.

17. According to the information and explanations given to us. and on an overall I - explanation of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. . The company has not made any preferential allotment of Equity shares to the Parties and Companies covered in the register maintained under section 301 of the Act, during the year.

19. The Company has not issued any secured debentures during the year.

20. The company has not raised any money by public during the period covered by our report.

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 VIDYA & COMPANY

Chartered Accountants

Date : 25th August, 2010 (S. P. AGARWAL)

Place : New Delhi PARTNER

Firm Reg. No.: 308022E

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of CCL INTERNATIONAL LIMITED, as at 31st March 2009 and also the Profit & Loss Account and Cash Flow Statement for the year ended on that annexed thereto. These financial Statement are the responsibility of the companys management. Our responsibility is to express an opinion of these financial statement based on our audit.

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

3. As required by the companies ( Auditors Report) Order 2003 , issued by the Department of Company Affairs 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 comment in paragraph 3 above , we report that :-

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

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

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

(iv) In our opinion , the Balance Sheet and Profit & Loss Account comply with the Accounting Standards referred to in Sub - Section (3C) of Section 211 of the Companies Act, 256.

(v) On the basis of written representation received from the directors and taken on the record by the board of directors, we report that none of director is disqualified as on 31s1 March 2009 from being appointed as director in terms of section 274(l)(g) of the Companies Act, 1956.

(vi) In our Opinion and to the best of our information and according to explanations given to us the said account read with the Notes there to give the information required by the Companies Act , 1956 in the manner as required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

(a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2009.

(b) In case of the Profit & Loss Account of the Profit of the Company for the year ended on that date.

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

ANNEXTURE TO THE AUDITORS REPORT

ANNETURE

Annexure referred to in paragraph 3 of the Auditors Report of even date to the Members of CCL INTERNATIONAL LIMITED. On the accounts for the year ended 31* March 2009.

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situations of Fixed Assets.

(b) As per the information and explanations given to us, there is a phased program of physical verification of fixed assets adopted by company and no material discrepancies were noticed on such verification . In our opinion, the frequency of verification is reasonable, having regard to the size of the company and nature of its business.

(c) Based on our scrutiny of records of the company and the information and explanations received by us, we report that there was no sale of fixed assets during the financial year ended on 31.03.2009 substantial or otherwise. Hence the question of reporting whether sale of any substantial part of fixed assets has effected the going concern of the company does not arise.

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

(b) In our opinion, and according to the information ad explanations given to us, 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) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. The company has neither taken nor granted any loans and advances in the nature of loans to parties covered in the register maintained under section 301 of the Companies Act , 1956 hence the question of reporting whether the terms and conditions of such loans are prejudicial to interest of company whether reasonable steps for recovery/repayment of over dues of such loan are taken does not arise.

4. In our opinion and according to 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 regards to purchase of stores and fixed assets and for the sale of shares/debentures. During the course of our audit, no major weakness had been noticed in the internal controls.

5 In respect of contracts or arrangements entered in the register maintained pursuance of section 301 of the Companies Act, 1956 and according to the information and explanations given to us:-

a) The particulars of the contracts or arrangements referred to in section 301 that needed to be entered into the register, maintained under the said section have been so entered.

b) In our opinion and having regard to our comments in paragraph (5) above , the transactions made in pursuance of such contracts and arrangements aggregating during the year to Rs.5 lacs or more in respect of each party, have been made at prices which are reasonable having regard to the prevailing market prices.

6. Based on our scrutiny of the companys record and according to the information and explanations provided by the management, the company has not accepted any deposits so far up to 31.03.2009.

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

8. We have been informed by the management , no cost records have been prescribed under section 209(l)(d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us and records examined by us , the company is regular in deposition , with the appropriate authorities , undisputed statutory dues including income tax , wealth tax , cess and other statutory dues , applicable to it.

(b) according to information and explanations given to us , no undisputed amount payable in respect of income tax , wealth tax , cess and other statutory dues were outstanding as at 31st March 2009 for a period of more than six months from the date they became payable.

(c) There are no dues of Sales tax , Income tax / wealth Tax , excise duty/cess , which have been deposited on account of any dispute.

10. The Accumulated losses of the company are not more than fifty percent on its net worth at the end of the financial year. The Company has not incurred any cash loss during the financial year covered by our audit and immediately proceeding financial year.

11. Based on our audit procedure and on the information and explanations given by the management , we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions or banks or debentures holders as the company has paid all outstanding during the year.

12. Based on our examination of the records and information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares , debentures and other securities.

13. As per the information and explanations given to us the provisions of any special statute applicable to chit fund do not apply to the company. The company is also not a nidhi / mutual benefit fund / society.

14. The Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, debenture and other investments have been held by the Company in its own name except to the extent of exemption granted under section 49 of the Act.

15. Based on our examination of the records and information and explanations given to us, the Company has not given guarantee for loans taken by others from banks or financial institutions.

16. According to the records of the company, no term loan has been obtained by the company. Hence comment under the clause is not called for.

17. According to the information and explanations given to us and on an overall explanation of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment by the company.

18. The company has not made any preferential allotment of shares during the year.

19. The Company has not issued any secured debentures during the year.

20. The company has not raised any money by public during the period covered by our report.

21 To the best of our knowledge and belief an 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 VIDYA & COMPANY CHARTERED ACCOUNTANTS

Sd/-

(S.P. AGARWAL) PARTNER Place : New Delhi Dated : 02. 09. 2009