Auditor Report of Emmsons International Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013(the Act) with respect to the preparation of these 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the frauds and other irregularities selection and application of appropriate accounting policies making judgments and estimates that are reasonable and prudent and design implementation and maintenance of internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedure to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and accounting to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015 and its profit and loss and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 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 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 Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

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

f) With respect to the other matters 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:

1. The company has disclosed the impact of pending litigation on its financial position in its financial statements- Refer Note 34(e)(f) and 35 to the financial statements.

2. The company do not have any long term contract including derivative.

3. There has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR'S 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 31 March, 2015 we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

ii) (a) the management of the Company has conducted the physical verification of inventory at reasonable intervals during the year.

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

(c) The company has maintained the proper records of inventory and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act").

(b) The Company has not granted any loans to companies firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act") Accordingly, paragraph 3 (iii) (b) of the Order is not applicable to the Company.

iv) in our opinion and according to the 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 regard to purchase of fixed assets and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v) The Company has not accepted any deposits from the public.

vi) The central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax sales tax, wealth tax, service tax, duty of customs, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs , Value Added Tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, wealth tax, service tax, value added tax and cess have not been deposited with the appropriate authorities on account of dispute.

Name of the Nature of dues Amount Period to which Forum where Statute (in Rs) the amount relates dispute is pending

Income Tax Act Income Tax 8.60 Lacs A.Y 2004-05 CIT(A)

Income Tax Act Order by CPC- TDS u/s 154 23.43 Lacs A.Y 2013-14 CIT(A)

Income Tax Act Order by CPC- TDS u/s 154 2.71 Lacs A.Y 2014-15 CIT(A)

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses in the financial year and not in the immediately preceding financial year.

xi) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x) In our opinion and according to the information and the explanations given to us, the company has given guarantee for loans taken by others from banks or financial institutions.

xi) The Company has applied term loans for the purpose for which the loans were obtained.

xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants

Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050

Date : 28.05.2015

Place : New Delhi

---

Mar 31, 2014

We have audited the accompanying financial statements of Emmsons International Limited (''the Company'') which comprise the balance sheet as at 31 st March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

1. Management''s Responsibility for the Financial Statements

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

2. 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.

3. Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

4. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 21 1 of the Companies Act, 1956; and

e. on the basis of written representations received from the directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is 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.

ANNEXURE TO AUDITOR’S REPORT Referred to Paragraph 4 of our report of even date attached

(i) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

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

c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no serious discrepancies have been noticed on physical verification.

(iii) We are informed that the Company has not granted or taken any secured or unsecured loans from/ to companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(iii)(b)(c)(d)(e)(f) & (g) of the above said order are not applicable to the company.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to information and explanations given to us, company has not entered into any transactions particulars of which are required to be recorded in register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(v)(b) of the above said order are not applicable.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and therefore, the directives issued by the RBI and the provisions of sections 58A and 58AA of the Act and rules framed there under are not applicable to the company.

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

(viii) To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1 )(d) of Companies Act, 1956 for any of the products of the Company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF ESI, Income Tax, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31 st March, 2014 for the period of more than 6 months from the date they became payable.

b). There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2014 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act

3 AY 2008-09 Rs. 10.11lacs Demand under Income Tax Act

Period of demand Appeal Pending Before

AY 2004-05 ITAT Delhi Bench

AY 2004-05 ITAT Delhi Bench

AY 2008-09 Rectification filed before assessing officer.

(x) There are no accumulated losses of the company as at 31.03.2014. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund/nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

(xv) In our opinion and according to the informations and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company are prima facie applied by company during the year for the purpose for which they are obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information and explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information and explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants

Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050

Date : 30.05.2014

Place : New Delhi

---

Mar 31, 2013

We have audited the accompanying financial statements of Emmsons International Limited (''the Company'') which comprise the balance sheet as at 31st March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

1. Management''s Responsibility for the Financial Statements

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

2. 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.

3. Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

4. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

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

ANNEXURE TO AUDITOR''S REPORT Referred to Paragraph 4 of our report of even date attached

(i) a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

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

c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no serious discrepancies have been noticed on physical verification.

(iii) We are informed that the Company has not granted or taken any secured or unsecured loans from to companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(iii)(b)(c)(d)(e)(f) & (g) of the above said order are not applicable to the company.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to information and explanations given to us, company has not entered into any transactions particulars of which are required to be recorded in register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(v)(b) of the above said order are not applicable.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and therefore, the directives issued by the RBI and the provisions of sections 58A and 58AA of the Act and rules framed there under are not applicable to the company.

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

(viii) To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of Companies Act, 1956 for any of the products of the Company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of P F, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2013 for the period of more than 6 months from the date they became payable.

b). There are no disputed liabilities in respect of P F, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2013 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act ITAT Delhi Bench

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act ITAT Delhi Bench

3 AY 2008-09 Rs. 10.11 lacs Demand under Income Tax Act Rectification filed before assessing officer.

(x) There are no accumulated losses of the company as at 31.03.2013. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund/nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

(xv) In our opinion and according to the informations and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company are prima facie applied by company during the year for the purpose for which they are obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information and explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information and explanation given to us no fraud has been noticed or reported during the year.



For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants



Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050



Date : 30.05.2013

Place : New Delhi

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of EMMSONS INTERNATIONAL LIMITED (the Company) as at 31st March, 2012 and also related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act I956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account ;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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 31st March, 2012

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date and

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

ANNEXURE TO AUDITOR'S REPORT Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details and situation

of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification.

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during

the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has not granted or taken any secured or unsecured loans from/to companies / firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956. Therefore the provisions of paragraph 4(iii)(b)(c)(e)(f) & (g) of the above said order are not applicable to the company.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts or

arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered.

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

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

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(l)(d) of the Act, for any of the products of the Company.

IX a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2012 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act ITAT Delhi Bench

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act ITAT Delhi Bench

3 AY 2008-09 Rs. 10.11 lacs Demand under Income Tax Act Rectification filed before assessing officer.

X There are no accumulated losses of the Company as at 3i.03.20i2. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities. Therefore the provisions of the clause 4(xxii) of the said order not applicable to the company.

XIII The Company is not the chit fund or the Nidhi Mutual Benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the said order are not applicable to the Company.

XIV Accordingly to the information and explanation given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa.

XVIII As per information and explanation given to us the Company has made a conversion of equity warrants into equity shares to the parties and companies covered in the register maintained under section 30i of the Companies Act and the price of such issue is not prejudicial to the interest of the company.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 3i.03.20i2.

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 0033i6N

Chartered Accountants

Sd/-

(CA NARENDRA ARORA)

Partner

M. No. 088256

Date : i 4.08.20i2

Place : New Delhi

---

Mar 31, 2011

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act 1956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account ;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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 31st March, 2011

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date and

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

ANNEXURE TO AUDITOR'S REPORT Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification.

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has granted unsecured loans to the two companies covered in the register maintained under Section 301 of the Act. The Company has given advances to its wholly owned two subsidiaries aggregating to Rs. 5318.67 lacs, out of which Rs. 3093.27 lacs has been received back. The terms of advances are not prejudicial to the interest of the Company.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

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

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of the Act, for any of the products of the Company.

IX a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2011 except following liabilities:

S. Period of Amount Particulars Appeal No. demand Involved of demand Pending Before

1 AY 2004-05 Rs. 1.67 Demand under CIT(Appeals)-, lacs Income Tax Act New Delhi

2 AY 2004-05 Rs. 6.92 Demand under CIT (Appeals)-, lacs Income Tax Act New Delhi

3 AY 2008-09 Rs.10.11 Demand under Rectification lacs Income Tax Act filed before assessing officer.

X There are no accumulated losses of the Company as at 31.03.2011. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities.

XIII The provisions of clause (xiii) are not applicable to the Company.

XIV As per information given to us, Company is not dealing or trading in shares, securities, debentures and other investments.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company during the year for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa.

XVIII As per information and explanation given to us the Company has made preferential allotment of equity warrants convertible into equity shares to the parties and companies covered in the register maintained under section 301 of the Companies Act and the price of such issue is not prejudicial to the interest of the company.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 31.03.2011.

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES FRN: 003316N Chartered Accountants

Sd/- (CA SURESH K. GUPTA) Partner M. NO. 080050

Date : 13.08.2011 Place : New Delhi

---

Mar 31, 2010

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

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to 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 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 Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, are in agreement with the books of account ;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement, dealt with by this report, comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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 31st March, 2010

(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date and

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



ANNEXURE TO AUDITORS REPORT

Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details

and situation of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable

intervals during the year. In our opinion, the frequency of such verification is reasonable considering size andnature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has not granted or taken unsecured loans from the entities covered in the register maintained under Section 301 of the Act.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts

or arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered.

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

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

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of the Act, for any of the products of the Company.

IX a) According to the information and explanations given to us and the records of the Company examined

by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, employees state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2010 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs.1.67lacs Demand under Income Tax Act CIT (Appeals) New Delhi

2 AY 2004-05 Rs.6.92lacs Demand under Income Tax Act CIT (Appeals) New Delhi

X There are no accumulated losses of the Company as at 31.03.2010. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities.

XIII The provisions of clause (xiii) are not applicable to the Company.

XIV As per information given to us, Company is not dealing or trading in shares, securities, debentures and other investments.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company during the year for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa. |

XVIII As per information and explanation given to us the Company has not made any preferential allotment to the parties and companies covered in the register maintained under section 301 of the Companies Act.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 31.03.2010

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 003316N Chartered Accountants

Sd/- (CA Narendra Arora) Partner M. No. 088256

Dated : 17.08.2010 Place : New Delhi