Auditor Report of FGP Ltd.

Mar 31, 2015

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

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements 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 31st March, 2015, and its statement of 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 paragraphs 3 and 4 of the Order.

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 account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the 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 the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations as at March 31, 2015 on its financial position in the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under The Annexure referred to 'Report on Other Legal and Regulatory Requirements' Section of our report of even date)

Matters specified in clause (ii) and (vi) of paragraph 1 of the Order does not apply to the Company.

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

(b) As explained to us, physical verification of fixed assets was conducted by the management during the year. No material discrepancies were noticed on such physical verification.

ii. The Company has not granted any loans, secured or unsecured, during the year to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. Accordingly, sub-clause (a) and (b) are not applicable.

iii. 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 for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weaknesses in internal control system.

iv. The Company has not accepted any deposits from the public.

v. (a) According to the records of the Company,the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it.Based on our audit procedures and according to the information and explanations given to us,there are no arrears of undisputed statutory dues which remained outstanding as 31st March 2015 for a period of more than six months from the date they became payable.

(b) According to the records made available to us and the information and explanations given by the management, there are no material dues of sales tax or wealth tax or service tax or duty of custom duty or excise duty or value added tax or cess, which have not been deposited with appropriate authorities on account of any dispute . However according information and explanation given to us income tax have not been deposited by the Company on account of dispute as per details given below.

Name of Nature of Amount Forum where the Statute the Dues (Rs. In Lacs) dispute is pending

Income tax Tax and 30.54 Commissioner Act, 1961 Interest (Appeals)

(c) There are no amounts which are required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.

vi. The Company has accumulated losses at the end of the financial year which are more than fifty percent of its net worth and has incurred cash losses during the financial year and has also incurred cash losses in the financial year immediately preceding such financial year.

vii. The Company has not taken any loans from any banks or financial institutions and has not issued any debentures.

viii. On the basis of the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

ix. The Company has not availed any term loans.

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

For V.S. SOMANI & CO. Chartered Accountants F R. No.117589W

Vidyadhar Somani Proprietor Membership No.102664 Place : Mumbai, Dated : May 28, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of FGP Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements: 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 principles generally accepted in India including Accounting Standards referred to in Section 211(3C) 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.

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 of 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 judgments, 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 our 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 aforesaid 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 Loss 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 Matters:

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 & 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 purposes of our audit;

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

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

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

e) On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1)(g) of the Act.

ANNEXURE REFERRED TO IN OUR AUDIT REPORT OF EVEN DATE

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

(b) All the fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

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

(ii) The provisions of clause 4(ii) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

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

(viii) The provisions of clause 4 (viii) of the Company (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Nature of Amount Period to Forum where the Dues (Rs. In which the dispute is pending Lacs ) Amount Relates

The Income Tax Act, 1961

Income Tax 211.77 A.Y1999-2000 High Court Mumbai

Penalty 310.00 A.Y1999-2000 High Court Mumbai

Income Tax 25.79 A.Y2003-2004 High Court Mumbai

Penalty 55.79 A.Y2003-2004 High Court Mumbai

Income Tax 86.29 A.Y2004-2005 High Court Mumbai

Income Tax 113.45 A.Y2005-2006 High Court Mumbai

Income Tax 16.73 A.Y2006-2007 High Court Mumbai

Income Tax 35.08 A.Y2007-2008 High Court Mumbai

Income Tax 12.72 A.Y2008-2009 High Court Mumbai

Income Tax 9.85 A.Y2009-2010 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 15.35 A.Y2010-2011 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 10.11 A.Y2011-2012 Commissioner of Income - Tax (Appeals), Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2014. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from financial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

(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 loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) During the year, 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.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Firm Registration No. 100061W Chartered Accountants

Vinit Mangal Partner Membership No.146912

Place : Mumbai, Dated : 23rd May 2014

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Mar 31, 2012

1. We have audited the Balance Sheet of FGP LIMITED as at 31st March, 2012 and the Statement of Profit and Loss and the Cash Flow Statement of the Company 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether 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 ) issued by the Central Government of India in terms of Section 227 ( 4A ) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

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

(e) On the basis of the 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 (1) of Section 274 of the Companies Act, 1956.

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

(i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2012;

(ii) in the case of the Statement of Profit and Loss of the loss 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.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2012 (referred to in paragraph 3 of our report of even date)

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

(b) All the fixed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

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

(ii) The provisions of clause 4(ii) of the Companies ( Audit Report ) Order, 2003 is not applicable to the Company.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report ) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

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

(viii) The provisions of clause 4 (viii) of the Company (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the

appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Nature of the Amount Period to which the Forum where dispute Dues (Rs.In Amount Relates is pending Lacs )

The Income Tax Act, 1961

Income Tax 1.68 A.Y. 1998 – 1999 Commissioner of Income - Tax (Appeals), Mumbai

Penalty 1.79 A.Y. 1998 - 1999 Commissioner of Income - Tax (Appeals), Mumbai

Income Tax 211.77 A.Y.1999-2000 High Court Mumbai Penalty 310.00 A.Y.1999-2000 High Court Mumbai

Income Tax 25.79 A.Y.2003-2004 High Court Mumbai

Penalty 55.79 A.Y. 2003-2004 Income - Tax Appellate Tribunal, Mumbai

Income Tax 86.29 A. Y. 2004–2005 High Court Mumbai

Income Tax 113.45 A. Y 2005-2006 Income - Tax Appellate Tribunal, Mumbai

Income Tax 16.73 A. Y 2006–2007 Income - Tax Appellate Tribunal, Mumbai

Income Tax 35.08 A. Y 2007–2008 Income - Tax Appellate Tribunal, Mumbai

Income Tax 12.72 A.Y. 2008–2009 Income - Tax Appellate Tribunal, Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2012. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from financial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

(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 loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) During the year, 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.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Chartered Accountants Firm Reg. No. 100061W

Pankaj K. Jain Partner Membership No. 108108

Place: Mumbai

Dated: 29th May, 2012.

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Mar 31, 2011

1. We have audited the Balance Sheet of FGP LIMITED as at 31st March, 2011 and the Profit and Loss Account and the Cash Flow Statement of the Company 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 conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether 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) issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(d) In our opinion, the Balance Sheet and the Profit & 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.

(e) On the basis of the 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 Companies Act, 1956.

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

(i) in the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2011;

(ii) in the case of the Profit and Loss Account of the loss 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.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011 (referred to in paragraph 3 of our report of even date)

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

(b) All the fxed assets of the Company have been physically verified by the management at reasonable intervals. No material discrepancies were noticed on such verification. In our opinion, having regard to size of the Company and the nature of its business, the frequency of verification is reasonable.

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

(ii) The provisions of clause 4(ii) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(iii) (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness was noticed in the internal control system.

(v) The provisions of clause 4(v) of the Companies (Audit Report) Order, 2003 is not applicable to the Company.

(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the Act and the rules framed thereunder.

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

(viii) The provisions of clause 4 (viii) of the Companies (Audit Report) Order, 2003 are not applicable to the Company.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales-tax, wealth tax, Service Tax, customs duty, excise duty, cess and other statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, customs duty, excise duty and cess were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income-tax, wealth-tax, service-tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Sr.Nature of Amount Period to Forum where No.the Dues (Rs. In which the dispute is Lacs) Amount pending Relates

1. The Central Sales Tax Act, 1956

Sales Tax 21.10 A.Y. Deputy Commissioner 1995-96 of Sales Tax (Appeals), Mumbai

2. The Central Excise Act, 1944

Excise Duty 3.58 A.Y. Customs, Excise and 1991-95 Service Tax Appellate Tribunal (CESTAT)

3. The Income Tax Act, 1961

Penalty 9.53 A.Y. Commissioner of Income - 1997-1998 Tax (Appeals), Mumbai

Income Tax 1.68 A.Y. Commissioner of Income - 1998-1999 Tax (Appeals), Mumbai

Penalty 1.79 A.Y. Commissioner of Income - 1998-1999 Tax (Appeals), Mumbai

Income Tax 211.77 A.Y. High Court Mumbai 1999-2000

Penalty 310.00 A.Y. High Court Mumbai 1999-2000

Income Tax 25.79 A. Y. Income - Tax Appellate 2003-2004 Tribunal, Mumbai

Penalty 55.79 A.Y. Income - Tax Appellate 2003-2004 Tribunal, Mumbai

Income Tax 86.29 A. Y. Income - Tax Appellate 2004-2005 Tribunal, Mumbai

Income Tax 113.45 A. Y. Income - Tax Appellate 2005-2006 Tribunal, Mumbai

Income Tax 16.73 A. Y. Commissioner of Income 2006-2007 Tax (Appeals), Mumbai

Income Tax 35.08 A. Y. Commissioner of Income 2007-2008 Tax (Appeals), Mumbai

Income Tax 12.72 A.Y. Commissioner of Income - 2008-2009 Tax (Appeals), Mumbai

(x) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2011. The Company has incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) The Company has not taken any loan from fnancial institutions, banks or debenture holders. Further, no loan has been taken by way of issuance of debentures.

(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 loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) On the basis of overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment.

(xviii) During the year, 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.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money through public issue during the year.

(xxi) Based on the information and explanations furnished by the management, which have been relied upon by us, there were no fraud on or by the Company noticed or reported during the year.

For AGARWAL & MANGAL Chartered Accountants Firm Reg. No. 100061W

B. P. MANGAL Partner Membership No. 32973

Place: Mumbai Dated: 25th May, 2011

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Mar 31, 2010

1. We have audited the attached balance sheet of FGP Limited, as at 31st March, 2010 and also the 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 conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government 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.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

(a) We have obtained aU 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 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, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account.

(d) 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 Companies Act, 1956.

(e) In our opinion and to the best of our 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:

i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2010;

ii) in the case of the profit and loss account, of the loss 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.

5. We further report, on the basis of written representations received from the directors, as on 31st March, 2010, and taken on record by the Board of Directors, that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF FGP LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH, 2010 (referred to in paragraph 3 of our report of even date)

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

(b) As explained to us, the fixed assets have been physically verified by the management once during the year, which in our opinion rs reasonable. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us, the Company has not disposed off any of its fixed assets during the year, therefore the question of reporting on clause 4(i)(c) of the Companies (Auditors Report) Order, 2003, [hereinafter referred to as the said Order] does not arise.

ii) According to the information and explanations given to us and having regard to the Companys business, the question of reporting on clauses 4(ii)(a), 4(ii)(b) and 4(ii)(c) (relating to inventory) of the said Order does not arise.

(iii) (a) According to the information and explanations given to us, the Company has not granted any loans to companies, firms or other parties covered.in the register maintained under section 301 of the Companies Act, 1956 [hereinafter referred to as the Act].

(b) In view of the foregoing, the question of reporting on clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the said Order does not arise.

(c) According to the information and explanations given to us, the Company has not taken any loans from companies, firms or other parties covered in the register maintained under section 301 of the Act.

(d) In view of the foregoing, the question of reporting on clauses 4(iii)(f) and 4(iii)(g) of the said Order does not arise.

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 sale of services (there are no purchases of inventory and fixed assets and sale of goods). During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(a) According to the information and explanations given to us, we are of the opinion that there are no contracts or arrangements that need to be entered into the register maintained under section 301 of the Act.

(b) In view of the foregoing, the question of reporting on clause 4(v)(b) of the said Order does not arise.

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

ii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (!) of section 209 of the Act, hence the question of reporting under Clause 4(viii) of the said Order does not arise.

iii) (a) According to the records of the Company, undisputed statutory dues including provident fund, investor education and protection fund, income-tax, wealth-tax and other material statutory dues applicable to it have been regularly deposited with the appropriate authorities. Further, as explained to us, no undisputed statutory dues were in arrears as at 3Tst March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no duesof income-tax, wealth-tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any dispute, except as stated below:

Sr. Nature of the Dues Amount Period to Forum where No. (Rs.)in which the dispute is Lakhs) Amount pending Relates

1. The Central Sates Tax Act, 1956:

Sales Tax 21.10 A.Y. Deputy Commis sioner of 1995-96 Sales Tax (Appeals), Mumbai

2 The CenlralExciseAct,1944:

Excise Duty 3.58 A.Y. Customs, Exc ise and 1991-95 Service Tax Ap pellate Tribunal (CESTAT)

3. The Income lax Act, 1961:

Penalty 9.53 A.Y. *Commissioner of 1997-1998 Income-Tax (Ap peals), Mumbai

Income Tax 211.77 A.Y. 1999-2000 High Court - Bombay

Penalty 310.00 A.Y. High Court - Bombay 1999-2000

Income Tax 25.79 A.Y. Income-Tax Appellate 2003-04 Tribunal, Mumbai

Penalty 55.79 A.Y. Income- Tax Appellate 2003-04 Tribunal, Mumbai

Income Tax 86.29 A.Y, Income- Tax Appellate 2004-05 Tribunal. Mumbai

Income Tax 113.45 A.Y, Income-Tax Appellate 2005-06 Tribunal, Mumbai

Income Tax 16.73 A.Y. Commissioner of 2006-07 Income-Tax (Appeals), Mumbai

Income Tax 35.08 A.Y. Commissioner of 2007-08 Income- Tax (Appeals), Mumbai

ix) The Company has accumulated losses in excess of fifty percent of its net worth as on 31st March, 2010. The Company has incurred cash losses during the financial year covered by our audit but not in the immediately preceding financial year.

x) The Company has not taken any loans from financial institutions, banks or debenture holders. Accordingly, the question of our reporting on default in repayment of such dues does not arise.

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

xii) The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the said Order are not applicable to the Company.

xiii) The Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the said Order are not applicable to the Company.

xiv) According to the information and explanations given to us, the Company has not given guarantees for loans taken by others from banks or financial institutions.

xv) The Company has not obtained any term loans. Accordingly, the question of our reporting on its application does not arise.

xvi) According to the information and explanations given to us and on an overall examination of the balance sheet, the Company has not raised any short-term funds. Hence, the question of reporting on its application does not arise.

xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, the question of reporting on whether the price at which such shares have been issued is prejudicial to the interest of the Company does not arise.

xviii) The Company has not issued any debentures. Accordingly, the question of creating security or charge for such debentures does not arise.

xix) The Company has not raised any money by public issues during the year. Accordingly, the question of disclosure of end use of such monies does not arise.

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



For J.R. SUMONDY & CO.

Chartered Accountants

JAWAHAR R. SUMONDY

Proprietor

Membership No. 41900

Firm Regn. No. 110553W

Mumbai: Date: May 28, 2010