Auditor Report of Eureka Industries Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of EUREKA INDUSTRIES LIMITED, which comprises of Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year 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 and financial performance and cash flows of the company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) 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 misstatements, whether due to fraud or error.

Auditors'' 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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014.

b) In the case of the 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 Requirements

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

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

d) 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;

e) 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.

f) 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.

g) In our opinion, the Balance Sheet and Statement of Profit and Loss and the cash flow statement comply with the 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.

h) 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 Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

(Referred to paragraph 1 of "Report on Other Legal and regulatory Requirements" of our report of even date.)

1. During the current year, the company does not have any fixed assets, hence not applicable.

2. The company does not have any inventory and therefore physical verification thereof and maintenance of records are not applicable.

3.a. The company has not granted unsecured loan to any party covered in the Register maintained U/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans from the parties covered in the register maintained U/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and the explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with the regards to sale of services. During the course of our audit no material weaknesses has been noticed in the internal control system.

5. There are no contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered during the year.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. As per information and explanation given to us the company did not have formal internal audit system however it has adequate internal control system commensurate with size of the company.

8. The provisions of section 209(1) (d) of the Companies Act, 1956 regarding maintenance of cost records are not applicable to the company.

9. According to information and explanations given to us and the records examined by us, company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, cess and any other material statutory dues applicable to it.

According to the information and explanations given us, and the records of the company there are no dues of income tax/ sales tax/ wealth tax/ service tax/ custom duty/ excise duty/ cess which have not been deposited on account of disputes.

10. The company has accumulated losses of Rs. 7,45,95,858/- at the end of March 31, 2014. Company has not incurred Cash losses in the Current year.

11. In our opinion and according to the information and explanation given to us the company has not defaulted in repayment of dues to bank or financial institutions.

12. 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 provision of any special statue applicable to chit fund / Nidhi Mutual benefit fund / Societies is not applicable to the company. 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, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the Company.

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

16. The company has not raised any term loans during the year.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on a short-term basis have been used for long-term investment.

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

19. The company has not issued any Debentures and hence, the question or creating securities or charges in respect thereof does not arise.

20. The Company has not raised any money by way of public issues during the year.

21. Based upon the Audit procedures performed for the purpose of reporting the true and fair view of the financial statement and as per the information and explanations given to us by the management, we report, no fraud on or by the company has been noticed or reported during the course of our audit.

For Kothari Sangawat & Associates. Chartered Accountants F.R.No - 132985W

Sd/- Sunil Kothari Place : Ahmedabad Partner Date : May 30, 2014. M.No.- 104384

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Mar 31, 2012

1. We have audited the attached Balance Sheet of EUREKA INDUSTRIES LIMITED as at 31st March, 2012 and also the Profit & Loss Statement and cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsiouity of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure 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) orders, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, and according to information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 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 accounts 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 Statement and Cash Flow Statement dealt with by this report are in agreement with the

books of accounts;

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

(V) On the basis of written representations received from the directors and taken on the record by the Board of Directors, in the board meeting, we report that none of the Directors is disqualified from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the companies Act, 1956.

(VI) In our opinion and to the best of information and according to the explanations given to us, the accounts read with the notes thereon, and subject to third party confirmation, give the information required by the Companies' Act, 1956 in the manner so required and give a true and fair view of and 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, 2012.

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

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

ANNEXURE

Referred to in paragraph 3 of Our Report of even date

1. During the current year, the company does not have any fixed assets, hence not applicable.

2. The company does not have any inventory and therefore physical verification thereof and maintenance of records are not applicable.

3.

a. The company has not granted unsecured loan to any party covered in the Register maintained U/s 301 of the Companies Act, 1956.

b. The Company has not taken any loans from the parties covered in the register maintained U/s 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with regards to sale of goods.

During the course of our audit no material weaknesses has been noticed in the internal control system.

5. There are no contract or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered during the year.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. As per information and explanations given to us the company did not have formal internal audit system however it has adequate internal control system commensurate with size of the company.

8. The provisions of section 209(1) (d) of the Companies Act, 1956 regarding maintenance of cost records is not applicable to the company.

9. According to information and explanations given to us and the records examined by us, company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees* state insurance, income tax, sales tax, wealth tax, service tax, custom duty, cess and any other material statutory dues applicable to it.

According to the information and explanations given us, and the records of the company there are no dues of income tax/ sales tax/ wealth tax/ service tax/ custom duty/ excise duty/ cess which have not been deposited on account of disputes.

10. The company has accumulated losses of Rs.75,285,606/- at the end of 31st March, 2012 and has incurred cash loss of Rs.1,334,217/- in the current year.

11. In our opinion and according to the information and explanations given to us the company has not defaulted in repayment of dues to bank or financial institutions.

12. The basis of security by way of pledge of shares, debentures and other securities.

13. The provision of any special statue applicable to chit fund / Nidhi / Mutual benefit fund / Societies is not applicable to the company. 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, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the Company.

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

16. The company has not raised any term loans during the year.

17. According to information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on a short-term basis have been used for long-term investment.

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

19. The company has not issued any Debentures and hence, the question or creating securities or charges in respect thereof does not arise.

20. The Company has not raised any money by way of public issues during the year.

21. Based upon the Audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given to us by the management, we report, no fraud on or by the company has been noticed or reported during the course of our audit.

For Jain Jitendra & Co.

Chartered Accountants

Firm Reg. No. 113085W

(Jitendra Jain)

Place : Ahmedabad Proprietor

Date : 30/05/2012 M. No. 046309

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Mar 31, 2010

1. We have audited the attached Balance Sheet of EUREKA INDUSTRIES LIMITED as at 31st March, 2010 and also the Profit & Loss Account and 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 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 disclosure 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) orders, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

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 accounts as required by law have been kept by the company so far as appears from our examination of those books;

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

(IV) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(V) On the basis of written representations received from the Directors, as on 31st March 2010 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the companies Act, 1956.

(VI) In our opinion and to the best of information and according to the explanations given to us, the said accounts 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.

a. In the Case of 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.

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

[Referred to in paragraph 3 of the Auditors Report of even date to the members of Eureka Industries Limited on the Financial Statements for the year ended 31st March 2010]

1. During the current year, the company does not have any fixed assets, hence not applicable.

2. The company does not have any inventory and therefore physical verification thereof and maintenance of records are not applicable and the book records were not material.

3. a) The company has taken unsecured loans from the companies covered in the Register maintained

U/s 301 of the Companies Act, the balance as on 31st March, 2010 was Rs. 90,000/-. No interest is paid on the loans taken. There is repayment made of principal amount during the year.

b) As informed, the company has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(iii)(b), 4(iii)(c), 4(iii)(d) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the company.

4. In our opinion and according to the information and the explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with the regards to sale of services. During the course of our audit no material weaknesses as been noticed in the internal control system.

5. There are no contract or arrangements referred to in section 301 of the Companies Act, 1956 during the year.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The company has an internal audit system, which in our opinion is commensurate with its size and nature of the business.

8. No cost records under section 209(1) (d) of the Companies Act, 1956 are applicable as there is no manufacturing activity.

9. According to the records provided to us the company has no Provident Fund, VAT, Excise Duty, Custom Duty, Wealth Tax, Service Tax etc. are payable.

10. The company has accumulated losses of Rs.7,40,16,276/- at the end of 31st March, 2010 and it has earned Cash Profit of Rs.117,195/- in the current year and has earned cash profit of Rs. 160,86,738/ - immediately preceding financial year.

11. Based on our verification and according to the information and explanations given by the management, the company has not availed any Bank Loans during the year and there is no Bank Loans outstanding.

12. 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 provision of any special statue applicable to chit fund / Nidhi / Mutual benefit fund / Societies is not applicable to the company. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the Company.

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

16. The company has not obtained term loans during the year.

17. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on a short-term basis, which have been used for long-term investment, and vice versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, during the period covered by our Audit Report, Company had not issued Debentures. Accordingly clause 4(xix) of the order is not applicable..

20. The Company has not raised any funds by public issue during the year.

21. Based upon the Audit procedures adopted and information and explanations given to us by the management, we report, no fraud on or by the company has been noticed or reported during the course of our audit.

For & On Behalf of JAIN JITENDRA & CO. Chartered Accountants

Firm Reg. No. 113085 W

(CA Jitendra Jain)

Place: Ahmedabad Proprietor

Date: 30/05/2010 Membership No. 046309

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Mar 31, 2009

1. We have audited the attached Balance Sheet of EUREKA INDUSTRIES LIMITED as at 31st March, 2009 and also the Profit & Loss Account 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 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 disclosure 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) orders, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we enclosed in the Annexure a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable.

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 his 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 and the Profit and Loss account dealt with by this report are in agreement with the books of account.

(IV) In our opinion, the Balance Sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(V) On the basis of written representations received from the Directors, as on 31st March 2009 and taken on the record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub section (1) of Section 274 of the companies Act, 1956.

(VI) In our opinion and to the best of information and according to the explanations given to us, the said accounts 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.

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

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

[Referred to in paragraph 3 of the Auditors Report of even date to the members of Eureka Industries Limited on the Financial Statements for the year ended 31st March 2009]

1. During the current year, the company does not have any fixed assets, hence not applicable.

2. The company does not have any inventory and therefore physical verification thereof and maintenance of records are not applicable and the book records were not material.

3. a) The company has taken unsecured loans from the companies covered in the Register maintained U/s 301 of the Companies Act, the balance as on 31st March, 2009 was Rs.32,00,914/- No interest is paid on the loans taken. There is no repayment made of principal amount during the year.

b) As informed, the comany has not granted any loans, secured or unsecured to companies, firm or other parties covered in the register maintained U/s 301 of the Companies Act, 1956. Accordingly, the provision of clause 4(iii)(b), 4(iii)(c), 4(iii)(d) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the company.

4. |n our opinion and according to the information and the explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, with the regards to sale of services. During the course of our audit no material weaknesses as been noticed in the internal control system.

5. There are no contract or arrangements referred to in section 301 of the Companies Act, 1956 during the year.

6. The company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. The company as an internal audit system, which in our opinion is commensurate with its size and nature of the business.

8. No cost records undre section 209(1 )(d) ofthe Companies Act, 1956 are applicable as there is no manufacturing activity.

9. According to the records provided to us the company has no Provident Fund, VAT, Excise Duty, Custom Duty, Wealth Tax, Service Tax etc. are payable.

10. The company has accumulated losses of Rs.7,41,33,471/- at the end of 31st March, 2009 and it has earned Cash Profit of Rs. 1,60,86,738/- in the current year and incured cash losses of Rs.1,91,070/- in the immediately preceding financial year.

11. Based on our verification and according to the information and explanations given by the management, the company has not availed any Bank Loans during the year and there is no Bank Loans oustanding.

12. 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 provision of any special statue applicable to chit fund / Nidhi / Mutual benefit fund / Societies are not applicable to the company. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) order, 2003 are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4 (xiv) of the companies (Auditors Report) order 2003 (as amended) are not applicable to the Company.

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

16. The company has not obtained term loans during the year.

17. On the basis of an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on a short-term basis, which have been used for long-term investment, and vice versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanation given to us, during the period covered by our Audit Report, Company had not issued Debentures. Accordingly clause 4(xix) of the order is not applicable..

20. The Company has not raised any funds by public issue during the year.

21. Based upon the Audit procedures adopted and information and explanations given to us by the management, we report, no fraud on or by the company has been noticed or reported during the course of our audit.

For & On Behalf of JAIN JITENDRA & CO. Chartered Accountants

CA Jitendra Jain Place: Ahmedabad Proprietor

Date : 29/06/2009 Membership No. 046309