Auditor Report of Filtron Engineers Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s. FILTRON ENGINEERS LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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”) read with the General Circular No. 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 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 consider 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 polices 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 o the state of affairs of the Company as at March 31, 2014

(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 the Cash Flow Statement of the 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, 2003 (the order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

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

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

b. In our opinion proper books of account as required by law have been kept by the company so far as it appears from our examination of the books and proper returns adequate for the purposes of our audit have been received from branches not visited by us ;

c. The balance sheet, profit and loss account dealt with by this report are in agreement with the books of account and with the returns received from branches not visited by us;

d. In our opinion, the Balance Sheet, statement of Profit and Loss and Cash Flow statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular No. 15/ 2013 dated September 13, 2013 of Ministry Of Corporate Affairs in respect of Section 133 of Companies Act, 2013 and except AS 15 in respect of Retirement Benefits and AS 22 in respect of Deferred Tax Asset/Liability.

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 director 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 Act.

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

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified at the year end by the management.

(b) In our opinion and according to the information and explanation given to us the procedure for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examinations of records of inventory in our opinion the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of inventory and book record.

(iii) (a) In our opinion and according to the information and explanations given to us the Company has granted Loans/ Advances to the parties covered in the register maintained U/s. 301 of The Companies Act, 1956. The maximum amount of Loans/Advances during the year was Rs. 91.74 Lacs (P.Y. Rs. 91.74Lacs)

(b) As per the information and explanation given to us we are unable to express our opinion in respect of whether the rate of interest and other terms & condition of the Loans/Advances, repayments thereof and over dues amount of more than rupees one lacs of Loans/Advances given by the Company is prima facie prejudicial to the interest of the company.

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, where each of such transactions is in excess of Rs. 5 Lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have an internal audit system. We are informed that the steps are being taken for implementation of internal audit.

(viii) According to the information and explanation given to us, The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any of the products of the company.

(ix) According to the information and explanations given to us in respect of the Statutory and other dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues except Sales Tax with the appropriate authorities during the year. Undisputed dues in respect of sale tax outstanding for the period of more than 6 month from the date they become payable is nil. (P.Y. Rs. NIL)

(x) The accumulated losses of the company as at the end of the year are not more than 50% of its net worth. The Company has not incurred cash losses during the financial period covered by our audit in the immediately preceding financial year.

(xi) According to the records of company examined by us and as per audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders as at the balance sheet date.

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

(xiii) The Provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

(xvi) In our opinion, and the information and explanation given to us the term loans were applied on an overall basis, for the purpose for which they obtained.

(xvii) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xviii) 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, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us and the records examined by us, the company has not made any debenture issue.

(xx) The Company has not raised money by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we have been informed of any such case by the management.

For and on behalf of A.A. BHAT & CO. Chartered Accountants Firm Registration No. 101282W

CA. NISHIKANT V. BADWE Partner Membership No. 31637 Place : Pune Dated : 24/05/2014

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Mar 31, 2012

We have audited the attached Balance Sheet of M/s. FILTRON ENGINEERS LIMITED at 6, Sitabag Colony, Sinhagad Road, Pune - 411 030 as on 31st March 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto, which we have signed under reference to this report. 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.

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.

As required by the Companies (Auditor's Report) Order, 2003, 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 & 5 of the said Order.

Further to our comments in the Annexure referred to 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 purposes 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 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 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 AS - 22 in respect of Deferred Tax Asset & Liability & AS - 15 in respect Retirement Benefits.

(v) On the basis of written representations received from the directors and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director as on dates certified by the directors under sections 274(1) (g) of the Companies Act, 1956.

(vi) In our opinion and the best of our information and according to the explanations given to us, the said accounts subject to note no 13 & 14, relating to non confirmation of balances of debtors, creditors, loans & advances, non provision of doubtful debts and pending approval from Central Government under section 295/296, 297 & other related sections and read together with other notes thereon and attached thereto. 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 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;

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

ANNEXURE TO THE AUDITORS' REPORT (Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanation given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified at the year end by the management.

(b) In our opinion and according to the information and explanation given to us the procedure for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

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

(iii) (a) In our opinion and according to the information and explanation given to us the Company has granted Loans/ Advances to the parties covered in the register maintained U/s. 301 of The Companies Act, 1956. The maximum amount of Loans/Advances during the year was Rs. 74.78 Lacs P.Y. Rs. 46.50 Lacs)

(b) As per the information and explanation given to us we are unable to express our opinion in respect of whether the rate of interest and other terms & condition of the Loans/Advances, repayments thereof and over dues amount of more than rupees one lacs of Loans/Advances given by the Company is prima facie prejudicial to the interest of the company.

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanation given to us, where each of such transactions is in excess of Rs. 5 Lacs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

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

(vii) The Company does not have an internal audit system. We are informed that the steps are being taken for implementation of internal audit.

(viii) According to the information and explanation given to us, The Central Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, for any of the products of the company.

(ix) According to the information and explanations given to us in respect of the Statutory and other dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues except Sales Tax with the appropriate authorities during the year. Undisputed dues in respect of sale tax outstanding for the period of more than 6 month from the date they become payable is nil. (P.Y. Rs. NIL)

(x) The accumulated losses of the company as at the end of the year are not more than 50% of its net worth. The Company has not incurred cash losses during the financial period covered by our audit in the immediately preceding financial year.

(xi) According to the records of company examined by us and as per audit procedures and on the basis of information and explanation given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders as at the balance sheet date.

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

(xiii) The Provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion and according to the information and explanation given to us, the Company is not a dealer or trader in securities.

(xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) In our opinion, and the information and explanation given to us the term loans were applied on an overall basis, for the purpose for which they obtained.

(xvii) According to the Cash Flow Statement and other records examined by us and the information and explanation given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xviii) 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, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanation given to us and the records examined by us, the company has not made any debenture issue.

(xx) The Company has not raised money by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) During the course of examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year nor have we have been informed of any such case by the management.

For and on behalf of A. A. BHAT & CO. Chartered Accountants Firm Registration No. 101282W

CA. N. V. BADWE Partner Membership No. 31637

Pune Dated : 30/05/2012

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Mar 31, 2010

We have audited the attached Balance Sheet of M/s. FILTRON ENGINEERS LIMITED as at 6, Sitabag Colony, Sinhagad Road, Puna - 411 030 as on 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.

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.

As required by the Companies (Auditors Report) Order, 2003, 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 & 5 of the said Order.

Further to our comments in the Annexure referred to 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 purposes of our audit. (ii) In our oprnion, 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 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 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 AS - 22 in respect of Deferred Tax Asset & Liability & AS - 15 in respect Retirement Benefits.

(v) On the basis of confirmations received from the directors and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director as on dates certified by the directors under sections 274(1)

(g) of the Companies Act, 1956.

(vi) In our opinion and the best of our information and according to the explanations given to us, the said accounts subject to note no V, relating to non confirmation of balances of debtors, creditors, loans & advances, non provision of doubtful debts and pending approval from Central Government under section 295/296, 297 & other related sections and read together with other notes thereon. 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 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;

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





ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) In. respect of its inventories:

(a) As explained to us, inventories were physically verified at the year end by the management.

(b) in our opinion and according to the information and explanation given to us the procedure for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examinations of records of inventory in our opinion the Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of inventory and book records.

(iii) (a) In our opinion and according to the information and explanations given to us the Company has granted Loans/ Advances to the parties covered in the registered maintained U/s. 301 of The Companies Act, 1956. The maximum amount of Loans/Advances during the year was Rs. 94.57/- Lacs (Pr.Yrs. Rs. .48/- Lacs) and the year ended balance was Rs12.02/- Lacs (Pr. Yrs. Rs. 12.02/-).

(b) As per the information andexplanation given to us we are unable to express our opinion in respect of whether the rate of interest and other terms & condition of the Loans/Advances, repayments thereof and over dues amount of more than rupees one lacs of Loans/Advances given by the Company are prima facie prejudicial to the interest of the company.

(iv) In our opinion there exist an adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services.

(v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act-, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been.so entered.

(b) According to the information and explanations given to us, where each of such transactions is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public within the meaning of section 58A & 58AA of the Act and rules framed there under. (vii) The Company does not have an internal audit system. We are informed that the steps are being taken for implementation of internal audit.

(viii) According to the information and explanation given to us, The Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, for any of the products of the company.

(ix) According to the information and explanations given to us in respect of the Statutory and other dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues expect Sales Tax with the appropriate authorities during the year. Undisputed dues in respect of sale tax outstanding for the period of more than 6 month from the date they become payable is nil. (Pr.Yrs. Rs. NIL/- ) (x) The accumulated losses of the company as at the end of the year are more than 50% of its net worth. The Company has not incurred cash losses during the financial period covered by our audit in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders as at the balance sheet date. (xii) According to the information and explanations given to us, the Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The Provision of any special statute as specified under Clause

(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities. (xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) As per the information and explanation given to us the loans were applied for the purpose for which the loans were obtained.

(xvii) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xviii) 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, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us and the records examined by us, the company has not made any debenture issue.

(xx) The Company has not raised money by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For and on behalf of

A.A.BHAT & CO.

Chartered Accountants

N.V.BADWE

Place : Pune (Partner)

Date : 12/05/2010 Membership No. 31637.

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s. FILTRON ENGINEERS LIMITED as at 6, Sitabag Colony, Sinhagad Road, Pune - 411 030 as on 31st March 2009 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.

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 bv management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003,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 & 5 of the said Order.

Further to our comments in the.Annexure referred to 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 purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books.

(iii) The balance sheet and 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 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 except AS - 15 in respect Retirement Benefits.

(v) On the basis of confirmations received from the directors and taken on record by the Board of Directors, none of the director is disqualified from being appointed as director as on dates certified by the directors under sections 274(1) (g) of the Companies Act, 1956.

(vi) In our opinion and the best of our information and according to the explanations given to us, the said accounts subject to note no V, relating to non confirmation of balances of debtors, creditors, loans & advances, non provision of doubtful debts and pending approval from Central Government under section 295/296, 297 & other related sections and read together with other notes thereon. 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 the Balance Sheet, of the state of affairs of the company as at 31 st March 2009.

(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.

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 3 of our report of even date)

(i) In respect of its fixed assets:

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

(b) The fixed assets were physically verified during the year by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) In respect of its inventories:

(a) As explained to us, inventories were physically verified at the year end by the management.

(b) In our opinion and according to the information and explanation given to us the procedure for physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examinations of records of inventory in our opinion Jhe Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification of inventory and book records.

(iii) (a) In our opinion and according to the information and explanations given to us the Company has granted Loans/ Advances to the parties covered in the registered maintained U/s. 301 of The Companies Act, 1956. The maximum

amount of Loans/Advances during the year was Rs.0.48/- Lacs (Pr.Yrs. Rs. 2.70/- Lacs) and the year ended balance was Rs. 12.02 /- Lacs (Pr. Yrs. Rs. 43.86/-). (b) As per the information and explanation given to us we are unable to express our opinion in respect of whether the rate of interest and other terms & condition of the Loans/Advances, repayments thereof and over dues amount of more than rupees one lacs of Loans/Advances given by the Company are prima facie prejudicial to the interest of the company. (iv) in our opinion there exist an adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and sale of goods and services. (v) In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

(a) To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

(b) According to the information and explanations given to us, where each of such transactions is in excess of Rs.5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) According to the information and explanations given to us the company has not accepted any deposits from public.

(vii) The Company does not have an internal audit system. We are informed that the steps are being taken for implementation of internal audit.

(viii) According to the information and explanation given to us, The Central Government has not prescribed the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, for any of the products of the company.

(ix) According to the information and explanations given to us in respect of the Statutory and other dues:

(a) The Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Custom Duty, Cess and other statutory dues expect Sales Tax with the appropriate authorities during the year. Undisputed dues in respect of sale tax outstanding for the period of more than 6 month from the date they become payable is nil. (Pr.Yrs. Rs. 455768/- as Interest for Professional Tax)

(x) The accumulated losses of the company as at the end of the year are not more than 50% of its net worth. The Company has not incurred cash losses during the financial period covered by our audit in the immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders as at the balance sheet date.

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

(xiii) The provision of any special statute as specified under Clause

(xiii) of the order are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

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

(xvi) As per the information and explanation given to us the loans were applied for the purpose for which the loans were obtained.

(xvii) According to the Cash Flow Statement and other records examined by us and the information and explanations given to us, on an overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment and vice versa.

(xviii) 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, during the year and hence the question of whether the price at which shares have been issued is prejudicial to the interest of the Company does not arise.

(xix) According to the information and explanations given to us and the records examined by us, the company has not made any debenture issue.

(xx) The Company has not raised money by public issues during the year and hence the question of disclosure and verification of end use of such monies does not arise.

(xxi) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For and on behalf of A. A. BHAT & COMPANY Chartered Accountants Place : Pune N. V. BADWE Date : 25-06-2009 (Partner) M.No.31637