Auditor Report of Elegant Floriculture & Agrotech (I) Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ELEGANT FLORICULTURE & AGROTECH (I) LTD., which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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 in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

ii) in the case of the Statement of Profit & Loss account, of the Profit for the year ended on that date;

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under 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;

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

b) The company has not incurred the cash losses during the financial year into consid- eration.

c) The company has not incurred the cash losses during the financial year immediately preceding the financial year into consideration.

xi) The Company has not defaulted on repayment of dues to any bank or financial institution. The company has not issued any debentures.

xii) According to the Information and explanations given to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debenture and other securities.

xiii) As per information and explanations given to us, the nature of the Company''s activities during the year under review is such that the provisions of any special statute applicable to chit fund are not applicable to the Company.

xiv) As per information and explanations given to us, the Company is dealing or trading in shares, securities, debentures and other investments. The proper records are maintained of the transactions and contracts by company and timely entries have been made therein. The shares, securities, debenture and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

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

xvi) As per information and explanations given to us, the company obtained the Term Loan and the same was utilised for the purpose for which the Term Loan was obtained during the year.

xvii) According to the information and explanations given to us, no funds has been raised on short-term basis.

xviii) The Company has not made preferential allotment of shares to parties & Companies cov- ered in the register maintained under section 301 of the Act during the year.

xix) No debentures have been issued by the Company during the year.

xx) During the year, the Company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

Jignesh Shah Chartered Accountants Membership No.: 117121

Place: Thane Date : 31st May, 2014

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Mar 31, 2013

We have audited the accompanying financial statements of ELEGANT FLORICULTURE & AGROTECH (I) LTD., which comprise the Balance Sheet as at 31 st March, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) in the case of the Balance Sheet, of the state of affairs of the company as at 31 st March, 2013;

ii) in the case of the Profit & Loss account, of the Profit for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

(e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

(Referred to in paragraph 1 thereof)

i) In respect of fixed assets:

a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

c) The Company has not disposed any Fixed Assets during the year into consideration.

ii) In respect of Inventories:

a) The physical verification of inventory has been conducted at regular intervals by the management.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has been maintaining proper records of the inventory and no material discrepancies were noticed.

iii) In respect of loans secured or unsecured, granted or taken by the company, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act according to the information and explanation given to us.

a) The company has not granted/taken loans to/from companies, firms or other parties covered in the register mentioned in Section 301 of the Act.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

v) In respect of transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act, in our opinion and according to the explanations given to us:

a) The company has not entered into transactions with parties mentioned in the register maintained in pursuance of Section 301.

vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits covered under section 58A and 58AA of the Act during the year. Hence, the question of compliance with the provisions of Section 58A and 58AA of the Act does not arise.

vii) The Company has an internal audit system commensurate with its size and nature of the business.

viii) The Central Government has not prescribed maintenance of cost records for the Company under section 209(1 )(d) of the Act.

ix) According to the information and explanation given to us in respect of statutory and other dues:

a) The Company is generally regular in depositing undisputed statutory dues including, Income-tax, Sales-tax, Customs Duty and other statutory dues with appropriate authorities when applicable. According to information and explanations given to us, provision of the statutes relating to ESIC and Provident Fund are not applicable to the company.

b) There are no disputed statutory dues.

x) According to the information and explanation given to us, the Company has been registered for more than five years.

a) The Company is having the accumulated Loss at the end of the financial year into consideration.

b) The company has not incurred the cash losses during the financial year into consideration.

c) The company has not incurred the cash losses during the financial year immediately preceding the financial year into consideration.

xi) The Company has not defaulted on repayment of dues to any bank or financial institution. The company has not issued any debentures.

xii) According to the information and explanations given to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debenture and other securities.

xiii) As per information and explanations given to us, the nature of the Company''s activities during the year under review is such that the provisions of any special statute applicable to chit fund are not applicable to the Company.

xiv) As per information and explanations given to us, the Company is dealing or trading in shares, securities, debentures and other investments. The proper records are maintained of the transactions and contracts by company and timely entries have been made therein. The shares, securities, debenture and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

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

xvi) As per information and explanations given to us, the company obtained the Term Loan and the same was utilized for the purpose for which the Term Loan was obtained during the year.

xvii) According to the information and explanations given to us, no funds has been raised on short-term basis.

xviii) The Company has not made preferential allotment of shares to parties & Companies covered in the register maintained under section 301 of the Act during the year.

xix) No debentures have been issued by the Company during the year.

xx) During the year, the Company has not raised any money by way of public issue.

xxi) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

For Shiv Pawan & Company

Chartered Accountants

Partner

(S. H. Garg)

Membership No. : 085517

Firm Regn. No. : 120121W

Place : Navi Mumbai

Date : 10th May, 2013

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Mar 31, 2010

We have audited the attached Balance Sheet of ELEGANT FLORICULTURE & AGROTECH (I) LIMITED, MUMBAI, as at 31st March, 2010, and the Profit and Loss Account of the Company for the year ended on that date, both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

1 We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes 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.

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

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

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

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

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

(d) In our opinion, the Profit and Loss Account and Balance Sheet dealt with by this report comply with the Accounting Standards referred to in sub-section (3c) of Section 211 of the Companies Act, 1956.

(e) On the basis of written presentations received from directors as on 31 st March, 2010 and taken on records by the Boards of Directors, we report that none of the Directors are disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub-section (i) of section 274 of the Companies Act, 1956 on the accounts for the year ended on 31st March, 2010.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit and Loss account read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) insofar as it relates to the Balance Sheet, of the state of affairs of the company as at 31st March, 2010, and

ii) insofar as it relates to the Profit & Loss account, of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE

(Referred to in paragraph 3 thereof)

i) In respect of fixed assets:

a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

b) The fixed assets have been physically verified by the management during the year. We are informed that no material discrepancies were noticed by the management on such verification.

c) A substantial part of fixed assets have not been disposed of during the year into consideration.

ii) In respect of Inventories:

a) The physical verification of inventory has been conducted at regular intervals by the management.

b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

c) The company has been maintaining proper records of the inventory and no material discrepancies were noticed.

iii) In respect of loans secured or unsecured, granted or taken by the company, to or from companies, firms or other parties covered in the register maintained under section 301 of the Act according to the information and explanation given to us.

a) The company has granted loans to companies, firms or other parties covered in the register mentioned in Section 301 of the Act as per point 6 of Schedule N of the Balance Sheet.

b) The terms and conditions of the loans granted and the rate of interest are not prima facie prejudicial to the interest of the company.

c) According to the information provided to us, the payment schedule for the loans appears to be reasonably regular.

d) According to the information provided to us, in cases where the amounts involved are more than Rs. 1 lac, reasonable steps are being taken for the recovery of the principal and interest.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods.

v) In respect of transactions that need to be entered in the register maintained in pursuance of Section 301 of the Act in our opinion and according to the explanations given to us:

a) The company has entered in to transactions with parties mentioned in the register maintained in pursuance of Section 301. The company has maintained the necessary records for the same.

b) According to the information provided to us, the company has entered in the transaction which are reasonable and at prevailing market prices.

vi) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits covered under section 58A of the Act during the year. Hence, the question of compliance with the provisions of Section 58A of the Act does not arise.

vii) The Company has an internal audit system commensurate with its size and nature of the business.

viii) The Central Government has not prescribed maintenance of cost records for the Company under section 209(1 )(d) of the Act.

ix) According to the information and explanation given to us in respect of statutory and other dues:

a) The Company is generally regular in depositing undisputed statutory dues including, Income-tax, Sales-tax, Customs Duty and other statutory dues with appropriate authorities when applicable. According to information and explanations given to us, provision of the statutes relating to ESIC and Provident Fund are not applicable to the company.

b) There are no disputed statutory dues.

x) According to the information and explanation given to us in respect of Loss :

a) The Company has accumulated losses at the end of the financial year into consideration is Rs. 40,222/-.

b) The company has not incurred the cash losses during the financial year into consideration.

c) The company has not incurred the cash losses during the financial year immediately preceding the financial year into consideration.

xi) The Company has not defaulted on repayment of dues to any bank or financial institution. The company has not issued any debentures.

xii) According to the information and explanations given to us, the Company has not granted loans and advances on basis of security by way of pledge of shares, debenture and other securities.

xiii) As per information and explanations given to us, the nature of the Companys activities during the year under review is such that the provisions of any special statute applicable to chit fund are not applicable to the Company.

xiv) As per information and explanations given to us, the Company is dealing or trading in shares, securities, debentures and other investments. The proper records are maintained of the trasactions and contracts by company and timely entries have been made therein. The shares, securities, debenture and other securities have been held by the company, in its own name except to the extent of the exemption, if any, granted under section 49 of the Act.

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

xvi) As per information and explanations given to us, the company has not obtained any term loans during the year.

xvii) According to the information and explanations given to us, no funds has been raised on short-term basis.

xviii) The Company has made preferential allotment of convertible shares warrant during the year as mentioned in Point no. 11 of Schedule M of the Balance Sheet.

xix) No debentures have been issued by the Company during the year.

xx) During the year, the Company has allotted 93,65,000 Equity Shares of Rs. 10/- each on conversion of warrants on 19-12-2009. Out of the total 93,65,000 Equity Shares, 7,65,000 Equity Shares are allotted to the promoters and 86,00,000 Equity Shares are allotted to persons other than promoters. The price at which the said equity shares have been issued is not prejudicial to the interest of the Company.

xxi) According to the information and explanations given to us, no fraud on or by the Company have been noticed or reported during the financial year under review.

For SHIV PAWAN & COMPANY

Chartered Accountants

Sd/-

Place : Navi Mumbai (S.H.GARG)

Date : 15th June, 2010 Partner