Auditor Report of Gujarat Toolroom Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of GUJARAT TOOLROOM 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 accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September, 2013, issued by 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 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 ofmaterial 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 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.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 21(b) of the Financial Statements wherein the company has disposed of all its Assets and Inventory. However, the accompanying financial statements have been prepared under the going concern assumption considering the mitigating factors as stated therein.

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 Act, we give in the Annexure a statement on the mattersspecified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September, 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on 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 appointedas a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT RE: GUJARAT TOOLROOM LIMITED (Referred to in Paragraph 1 of our Report of even date.)

i) (a) The Company has maintained memorandum of records showing details of fixed assets. However, comprehensive fixed assets register is being compiled.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

(c) In our opinion, the Company has, as set out in Note 21(b) disposed of all its fixed assets during the year. However considering the mitigating factors as set out in Note 21(b) the disposal of all the fixed assets would not affect the going concern status of the Company.

ii) The Company does not carry any Inventoryas at the year ended on 31st March, 2014. Accordingly the provisions of Clauses 4 (ii) (a) to (c) of the Order are not applicable.

iii) (a) According to the information and explanation given to us and the records produced to us for our verification, 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. Accordingly the provisions of Clauses 4 (iii) (a) to (iii) (d) of the Order are not applicable.

(e) According to the information and explanation given to us and the records produced to us for our verification, the company has not taken unsecured loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of Clauses 4 (iii) (e) to (iii) (g) of the Order are not applicable.

iv) There has been neither any purchase of inventory nor any sale of goods,except for disposal of inventory as scrap, by the company. However, 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. During the course of our audit, no major weakness has been noticed in the internal controls.

v) According to the information and explanation provided by the management, there have been no contracts or arrangements during the year that need to be entered into the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of Clauses 4(v) (a) and (b) of the Order are not applicable.

vi) The Company has not accepted any deposits from the public and consequently, directives issued by RBI and the provisions of sections 58A, 58AA of the Act and Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of Clause 4 (vi) of the Order are not applicable.

vii) The Company has no formal internal audit department as such. However it''s control procedures ensure reasonable internal checking of its financial and other records.

viii) The maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 is not applicable to the Company. Accordingly, the provisions of Clause 4 (viii) of the Order are not applicable.

ix) (a) As explained to us and according to the records of the company, the company is generally regular in depositing undisputed applicable statutory dues with the appropriate authorities. There are no undisputed statutory dues as at 31st March 2014 outstanding for a period of more than six months from due date they become payable.

(b) According to the records of the Company and representations made by the Management, there are no statutory dues as mentioned in clause 4(ix)(a) which have not been deposited on account of any dispute.

x) Accumulated losses of the Company have exceeded fifty percent of its net worth at the end of the financial year and it has incurred cash loss in the current financial year and there was a cash loss in the financial year immediately preceding current financial year.

xi) Based on the audit procedures and the information and explanations given to us, the company has not borrowed funds from any banks, financial institutions or by way of issue of debentures. Accordingly the provisions of Clauses 4 (xi) of the Order are not applicable.

xii) According to the information and explanations given 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. Accordingly the provisions of clause 4(xii) of the Order are not applicable.

xiii) In our opinion, the Company is not a chit fund or a Nidhi/mutual benefit fund/society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable.

xiv) According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

xv) According to the information & explanations given to us, the company has not given any guarantee for any loans taken by associates and others from banks or any financial institution. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

xvi) According to the information & explanations given to us, the Company has not taken any term loan during the year covered by our audit report. Accordingly the provisions of clause 4(xvi) of the Order are not applicable.

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 not, prima facie, been used during the year for long term investment.

xviii) The company has not made preferential allotment of shares to companies covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause 4(xviii) of the Order are not applicable.

xix) As the Company has not issued any debentures. Accordingly the provisions of clause 4(xix) of the Order are not applicable.

xx) During the year, since the Company has not raised money by way of public issue. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practice 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 been informed of any such case by the management.

For, DHARMESH PARIKH & CO. Chartered Accountants Firm Reg. No. 112054W KANTI GOTHI Place : Ahmedabad Partner Date : 28-May-2014 Membership No. 127664

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Mar 31, 2012

1. We have audited the attached Balance Sheet of GUJARAT TOOLROOM LIMITED as at 31st March 2012, and also the Profit and Loss Statement and the Cash Flow Statement for the year ended on that date annexed thereto (collectively referred as the 'financial statement'). 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 the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. 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 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 these books;

iii. The Balance Sheet and Profit and Loss Statement 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 Statement and Cash Flow Statement dealt with 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 our review of the confirmations made available and the information and explanations given to us, none of the Directors of the Company are prima facie disqualified from being appointed as Directors of the Company u/s 274(l)(g) of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

(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 Statement, of the loss for the year ended on that date.

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

ANNEXURE TO THE AUDITOR'S REPORT REFERRED TO IN PARAGRAPH 1 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) The fixed assets were verified perpetually during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification;

c) The company has not disposed off any of the material fixed asset during the year which affects the going concern status of the company

ii. a) In our opinion, physical verification of inventory has been conducted by the management at reasonable intervals;

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

iii. a) The company has granted unsecured loans to the companies, firms or other parties covered in the register maintained under section 301 of the Act.

Number of parties involved - 3

Loan Given - 147.15 Lacs

Bal o/s ass on 31.03.12 - 118 Lacs

b) The loan granted are interest free, as per the information given by the management and to the best of our knowledge and belief the terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

c) In our opinion and as per the information given to us the payment of the principal amount is payable on demand and the same is regular.

d) There is no overdue Principal amount during the year hence further comment on this clause not given.

e) The company has taken unsecured loans from the companies, firms or other parties covered in the register maintained under section 301 of the Act, The details of parties and amount involved in the transaction are below:

Number of parties involved - 2

Loan taken - 256.50 lacs

Bal. o/s as on 31.03.12 - Nil

f) The loan taken are interest free, as per the information given by the management and to the best of our knowledge and belief the terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie prejudicial to the interest of the company.

g) In our opinion and as per the information given to us the repayment of the principal amount is on demand and the same is regular.

h) There is no overdue Principal amount during the year hence further comment on this clause not given.

iv. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v. a) According to the information and explanation given to us, We are of the opinion that the particulars of contractor arrangement referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

b) In our opinion and according to the information and explanation given to us the transactions made in pursuance of such contract or arrangement have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi. The Company has not accepted deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules framed there under and we have informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

vii. As per the Information given to us and verification made by us the company has implemented proper internal check system in lieu of internal audit with in the organization commensurate to nature of its business. In our opinion the system implemented is found adequate looking to the size of the company.

viii. The Maintenance of Cost records to the company has been not prescribed by the Central government under clause (d) of Sub Section (1) of the Section 209 of the Act.

ix. (a) The company is 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 other material statutory dues applicable to it. Except reported as under.

Sales Tax/Vat of Rs. 111835/- over due by more than six months

(b) There were no disputes and forum where dispute is pending, on account of which the income tax Custom tax/ wealth tax/service tax/excise duty/cess has not deposited.

x. There are accumulated losses in the company as on 31.03.2012 of Rs. 20680993/- Further, the company has incurred cash losses of Rs. 397359/- during the financial year covered by our audit as well as in the immediately preceding financial year.

xi. Based on our examination of books and records of the company and on the basis of the information and explanation given by the management the company has been regular in repayment of its dues to the financial institutions or banks.

xii. On the basis of the information and explanation given to us the company has not granted and 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 nidhi/mutual benefit fund/society/chit Fund Company. Therefore the provisions of clauses 4 (xiii) of the companies (Auditors' Report), 2003 are not applicable to the company.

xiv. On the basis of examination of books and records of the company and information and explanation given by the management the company is not dealing or trading in shares, securities, debentures and other investments, hence specific comments up on this clause is not applicable.

xv. As per the information provided to us the company has not given any guarantees for loans taken by others from bank or financial Institutions.

xvi. The term loans borrowed during the year have been applied for the purpose for which the loans were obtained. xvi. In our opinion on the basis of our verification the funds are utilized for the purpose they borrowed, no funds borrowed on short-term basis have been utilized for long term.

xvii. During the year the company has not allotted any shares to parties and companies covered in the Register maintained under section 301 of the Act.

xviii. The company has not issued any debentures during the year specific comment upon the creation of securities in respect of debentures not applicable.

xix. The company has not raised money by public issue hence any specific comments up on the disclosure of end use is not applicable to the company.

xx. 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 explanation given by the management, we report that no fraud on or by the company has been noticed or reported during the year.



For, Shyam Sundar & Associates Chartered Accountants Firm Reg. No. 130197W

Shyam Sunder Proprietor M. No. 128896

Place : Ahmedabad Date : 14/08/2012

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Mar 31, 2010

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

3. As required by the Companies (Auditors Report) Order, 2003 and Companies (Auditors Report) (Amendment) order 2004 thereon 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 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 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 and Cash Flow Statement dealt with 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 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 our information and according to the explanations given to us, the said accounts read with significant accounting policies and other notes thereon, given the information required by the Companies Act, 1956, in the manner so required and give a true and fair view.

(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 Loss for the year ended on that date.

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



Annexurc to the Auditors Report referred to in paragraph 1 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) The fixed assets were verified during the year by the management in accordance with a program of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us no material discrepancies were noticed on such verification;

(c) The company has not disposed off any of the fixed asset during the year which effects the continuation of the company

(ii) (a) In our opinion, physical verification of inventory has been conducted by the management at reasonable intervals;

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted unsecured loans to the companies, firm or other parties covered in the register maintained under section 301 of the Act. The details of the parties and amount involved in the transaction are below:

Number of Parties involved - Nil

Loans granted - Nil

(b) The company has not taken any unsecured loans from the companies, firms or other parties covered in the register maintained under section 301 of the Act during the year. Hence specific comment upon the other sub- clause of this clause is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the company and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

(v) According to the information and explanation given to us, there were no transactions during the year which required necessary entries of particulars of contractors arrangements referred to in section 301 of the Act in the register required to be maintained under that section.

(vi) The Company has not accepted deposits from the public within the meaning of section 58A, 58AA or any other relevant provisions of the Act and the rules farmed there under and we have informed that no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.

(vii) As per the information given to us and verification made by us the company has implemented proper internal check system with in the organization commensurate to nature of its business. In our opinion the system implemented is found adequate looking to the size of the company.

(viii) The maintenance of cost records to the company has been not prescribed by the Central Government under Clause

(d) of sub section (1) of the section 209 of the Act.

(ix) (a) The company is 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 other material statutory dues applicable to it.

(b) There were no disputes and forum where dispute is pending, on account of which the income tax Custom tax/ wealth tax/service tax/excise duty/cess has not deposited.

(x) There are accumulated losses in the company as on 31.03.2010. However the company has made cash loss of Rs. 2, 24,977/- and the company has accumulates losses of Rs. 1,97,68,034/- incurred in the immediately preceding financial years. The accumulated loss incurred during the year is not more than fifty percent of the net worth,

(xi) Based on our audit procedure and according to the information and explanation given to us, the Company has not obtained any loan from financial institutions or banks. Further the Company has not issued any debentures.

(xii) On the basis of the information and explanation 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.

(xiii) In our opinion the company is not nidhi/mutual benefit fund/society/chit Fund Company. Therefore the provisions of clauses 4 (xiii) of the companies (Auditors Report) , 2003 are not applicable to the company.

(xiv) On the basis of examination of books and records of the company and information and explanation given by the management the company is not dealing or trading in shares, securities, debentures and other securities with a view to make profit, hence information with regard to other point is not applicable.

(xv) As per the information provided to us the company has not given any guarantees for loans taken by others from bank or financial Institutions.

(xvi) The company has not borrowed any term loans during the year, hence specific comment upon this clause not applicable.

(xvii) (n our opinion on the basis of our verification the funds are utilized for the purpose they borrowed, no funds borrowed on short-term basis have been utilized for long term and vice-versa.

(xviii)During the year the company has not allotted any shares to.parties and companies covered in the Register maintained under section 301 of the Act, .

(xix) The company has not issued any debentures during the year specific comment upon the creation of securities in respect of debentures not applicable.

(xx) The company has not raised money by public issue during the year.

(xxi) To the best of our Knowledge and belief, and according to the information and explanation given to us, no frauds on or by the company was noticed or reported during the year.



FOR SHYAM SUNDER & ASSOCIATES

Chartered Accountants,

(Firm No. 130197W)

[ SHYAM SUNDER]

Place : Ahmedabad. PROPRIETOR

Date : 12/08/2010 M.No.128896