Auditor Report of H S India Ltd.

Mar 31, 2015

We have audited the accompanying financial d the company Flow Sit the year of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The company board of directors is reponssible for the matters stated in the section 134(5) of the companies Act 2013 ("the act") with respect to the perpartion of thise financial stements that give and fair view of the financial performance and case flows of the company in accordance with thwe accounting principles generally accepted in indis inclding the accounting standars specific under section 133 of the read with 7 of the compines rules 2014. and arc 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, thereunder.

We conducted our audit in accordance with the Standards on Auditing spedfied under se^ 143(10)rftte Act Those Standards require that we comply with ethical requirements and plan and perform the u act. those no suggestions. require obtain reasonable assueance about whether the financial statements are free from material —merit.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information ami 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, 2015;

b) in the case of the Statement uf Profit and Loss, of the Profit for the year ended on that date; and

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

Rennet on Other Let'al 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 Section 143(11) 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) uf the Act, wc 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 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 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 financial statements comply with the Accounting Standards specified under section 133 of the Act, read with rule 7 uf the Companies (Accounts) Rules, 2014.

e) On the basis of written representations received from the directors as on March 31, 2015 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 explanation given to us,

i. The company does not have any pending litigations which would impact its financial position;

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

iii. There were no amounts which were required to he transferred to the Investor Education and Protection Fund by the Company.

The Annexure referred to in paragraph 1 under ‘Report on other Legal and Regulatory Requirement’ section of our report of even date. We report that:

I. (a) The company has maintained proper records showing roll particulars including quantitative details and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

II. (a) As explained to us, inventory have been physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us the P^^es of physical venfication of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(e) In our opinion and on the basis of our examinauon of the records, the Company is generally mamtaining proper records of its inventories. No material discrepancy was nottced on physical verification of stocks by the management as compared to book records.

Ill According to the information and explanations given to us and on the basis of our examination of theC books of account, the Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintamed under section 189 of the Companies Act.

IV. in our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and he naturef its business, for the purchase of inventories & fixed assets and services. During the course of our audit, no major instance of continuing lailurc to coned any weaknesses in the internal controls has been noticed.

V. Based on the audit procedures applied by us and according to the mformation and explanations provided by the management, the company has not accepted deposits from public.

VI. As per information and explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under subjection (1) of section 148 of the Companies Act, 2013.

VII. (a) According to the records of the company, the company is regular in depositing undisputed statutory dues including Provident Fund, Employees’ Slate France, Income-tax. Sales-tax Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and any other statutory dues and there are no statutory dues outstanding as on 31 March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations g.ven to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty, excise duty or cess which have not been deposited on account of any disputes.

M According to the information and explanations given to us, there are no amounts required to be transferred to the Investor Education and Protection Fund in accordance With the provisions of the Companies Act, 1956 and rules made thereunder.

VIII. The company has been incorporated for a period exceeding five years. The company has no accumulated losses. It has not incurred cash loss during the financial year covered by our audit and in the immediately preceding the financial year

IX. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

X. According information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institution, the terms and conditions whereof are prejudicial to the interest of the company.

XI. In our opinion and according to the information and explanations given to us, the term loans have been applied for the purpose for which they were raised.

XII. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2015, we report that no funds raised on shortterm basis have, prima-facie, been used for long-term investment by the Company and vice-versa.

XIII. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For PARY & CO. Chartered Accountants KRN; 007288C

AKASH GACLANI Place : Surat Partner Date : May 30,2015 Membership No.: 114255

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Mar 31, 2014

We have audited the accompanying financial statements of H S INDIA 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"). 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 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.

Opinion:

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 ofthe Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) In the case ofthe 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 - CARO") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act and further to the Annexure referred to in paragraph 1 above, we report as that:

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

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

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

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

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 appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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. ''

Forming an Opinion and Reporting on Financial Statements

ANNEXURE TO THE AUDITORS'' REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of H S INDIA LIMITED; on the accounts of the company for the year ended 31s* March, 2014:

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of fixed assets.

II. (a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

III. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has accepted unsecured loans to the tune of Rs. 4,69,70,039/- from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

(b) Rate of Interest and other terms and conditions of unsecured loans accepted by the company, are not prima-facie prejudicial to the interest of the company.

(c) Payment of Principal Portion of Unsecured Loans with Interest thereon is regular and satisfactory.

(d) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted loans to companies, firms or other parties listed 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 is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

V. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act; to the best of our knowledge and belief and according to the information and explanations given to us have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act which exceeds Rs. 5,00,000/-in respect of any party during a financial year have been made at prices which are; prima-facie, reasonable having regards to the prevailing market prices for similar transactions with other parties at relevant time.

VI. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

VII. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

VIII. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and hence comment on maintenance of records is not applicable to the company.

IX. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales- tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

X. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

XI. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

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.

XIII. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

XIV. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Hence comment on maintenance of records for the same is not applicable in this case.

XV. According to the information and explanations given to us, the company had given guarantee for loans taken by others from banks or financial institutions during the period under consideration, the terms & conditions of the same were prima facie not prejudicial to the interest of the company. However, the Loan was repaid and hence guarantee was released.

XVI. Based on our audit procedures and on the basis of information given by the management, we report that the company has not raised any term loans during the year. The existing Term Loan/s has/have been applied for the purpose for which it was/were intended.

XVII. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have, prima-facie, been used for long-term investment by the Company and vice- versa.

XVIII. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

XIX. The Company has no outstanding debentures during the period under audit.

XX. The Company has not raised any money by public issue during the year.

XXI. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For PARY & CO. Chartered Accountants FRN: 007288C

AKASH GAGLANI Partner Place '' Surat Membership No.: 114255 Date - May 30 2014 9005, World Trade Center, Ring Road, Surat - 395002 (Gujarat)

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Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements of H. S. India Limited (The Company), which comprise the Balance Sheet as at 31st March, 2013 and the statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant account ingpohcies 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 the sub section (3C) of section 211 oftheCompaniesAct, 1956. 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 duet ofraud 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 evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of risk 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 evaluatingtheoverallpresentationofthefinancialstatements.

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 inlndia:

a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements:

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

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

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the accounting standards referred to in 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, 2013 and taken on record by the board of directors, none of the directors is disqualified as on 31st March, 2013, from being appointed as a director in terms of clause (g) of sub section (1) of section274 ofthe Companies Act,1956.

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 andpayable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situations 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 regards 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 offixed assets.

(ii)(a) The inventory of the Company has been physically verified at reasonable intervals during the year by the Management. In our opinion the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the records of inventory we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

(m)(a) The Company has granted unsecured loans ofRs. 50,90,591/- to companies, firms or otherparties covered in the register maintained under Section SOl of the Companies Act, 1956.

(b) Rate of Interest and other terms and conditions of unsecured loans given by the company, are not prejudicial to the interest of the company.

(c) Receipt of the Principal amount and Interest are also regular.

(d) Reasonable steps have been taken by the company for recovery of Principal and Interest.

(e) The company has not taken any loans, secured or unsecured, from the companies, firms or other parties covered in the register maintained U/s 301 of the Act, hence this clause and subsequent clauses (f) and (g) are also not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, 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 controls.

(v)(a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register in pursuance of sectionSOl of the Companies act, 1956 have been so entered. (b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of * 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public terms of sections 58Aand 58AA or any other relevant provisions of the Companies Act, 1956.

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

(vm) The Central Government of lndia has not prescnbed the mamtenance of cost records under clause (d) of sub-section (1) of section209 ofthe Companies Act, 1956 for any of the products of the Company.

(ix)(a) According to the records ofthe 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, excise duty, cess and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable m respect of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were outstanding as at March, 2013 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess, which have been not deposited on account of any dispute.

(x) In our opinion there are no accumulated losses ofthe Company. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted m repayment of dues to the Financial Institutions, Banks and Debenture holders during the year audit under reference.

(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 fond or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xm) 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, 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 terms and conditions of the guarantee given by the Company, for loans taken by others from banks or financial institution during the year, are not prejudicial to the interest of the Company.

(xvi) Based on our examination of records and information and explanations given to us, we are of the opinion that the term loans were applied for the purpose for which the loans were obtained.

(xvh) According to information and explanations given to us and an overall examination of the balance sheet and cash flow of the Company, we report that no funds raised on shortterm basis have been used for long term investment.

(xvm)The Company has not made any preferential allotments of shares during the year.

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

(xx) The Company has no traised any money through public issue during the year.

(xxi) In our opinion and 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 PARY & Co.

Chartered Accountants

Firm Reg. No. 007288C

Place: Surat Partner

Date: May 30, 2013 AKASH GAGLANI

Membership No. 114255

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Mar 31, 2012

1. We have audited the Balance Sheet of H. S. INDIA LIMITED as at 31st March, 2012 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 misstatements. 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 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 accounts 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 Balance Sheet, the Statement of Profit and Loss and the 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) On the basis of the written representation received from the Director as on 31th 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 best of information according to 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 Statement of Profit and Loss, of the profit for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE 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 situations 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 regards 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 fixed assets.

(ii) (a) The inventory of the Company has been physically verified at reasonable intervals during the year by the Management. In our opinion the frequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book stocks were not material.

(iii) The Company has not granted or taken any loans to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, clause (iii)(b), (iii)(c), (iii)(d), (iii)(f) and (iii)(g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business, 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 controls.

(v) (a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000/- in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public in terms of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for any of the products of 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, excise duty, cess and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were outstanding as at March, 2012 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess, which have been not deposited on account of any dispute.

(x) In our opinion, there are no accumulated losses of the Company. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the Financial Institutions, Banks and Debenture holders during the year audit under reference.

(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, 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 terms and conditions of the guarantee given by the Company, for loans taken by others from banks or financial institution during the year, are not prejudicial to the interest of the Company.

(xvi) Based on our examination of records and information and explanations given to us, we are of the opinion that the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to information and explanations given to us and an overall examination of the balance sheet and cash flow of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotments of shares during the year.

(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) In our opinion and 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 PARY & Co., Chartered Accountants POOJA MEHTA Partner Membership No. 109083 Firm Reg. No. 007288C

Place: Surat

Date : August 24, 2012

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Mar 31, 2010

1. We have audited the Balance Sheet of H. S. INDIA LIMITED as at 31st March, 2010 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 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. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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 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 accounts 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, the Profit and Loss Account 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 Profit and Loss Account and the 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) On the basis of the written representation received from the Director 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.

(f) In our opinion and to best of information according to 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 31 st March, 2010;

(ii) In the case of Profit and Loss Account, of the profit for the year ended on that date; and

(iii) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE 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 situations 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 regards tosizeof the Company and the nature of its business, thefrequency of verification is reasonable.

(c) During the year, the Company has disposed/discarded part of fixed assets, which were replaced by new assets. In our opinion it doesnt affect the going concern status of the company.

(ii) (a) The inventory of the Company has been physically verified at reasonable intervals during the year by the Management. In ouropinion thefrequency of verification is reasonable.

(b) In our opinion, 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) On the basis of our examination of the records of inventory we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the bookstocks were not material.

(iii) The Company has not granted or taken any loans to/from companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently, clause (iii) (b), (iii) (c), (iii)(d),(iii)(f) and (iii)(g)oftheOrderare not applicable.

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

(v) a) Based on the audit procedure applied by us and according to the information and explanation provided by the management, we are of the opinion that the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Companies act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the transaction made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of five lacs rupees in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at therelevanttime.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public in terms of sections 58A and 58AAor any other relevant provisions of the Companies Act, 1956.

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

(viii) The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Compan ies Act, 1956 for any of the products of 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, excise duty, cess and other statutory dues applicable to it. According to the information and explanation given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, service tax, custom duty, excise duty and cess were outstanding as at March, 2010 for a period of more than six month from the date they become payable.

(b) According to the information and explanations given to us, there are no dues of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess, which have been not deposited on account ofany dispute.

(x) In our opinion there are no accumulated losses of the Company. The Company has not incurred cash losses during the financial yearcovered by our audit and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to the Financial Institutions, Banks and Debenture holders during the year audit under reference.

(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 ofshares,debenturesandother 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 (Auditors Report) Order, 2003 are not applicable to the Company.

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

(xv) In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantee given by the Company, for loans taken by others from banks or financial institution during the year, are not prejudicial to the interest of the Company.

(xvi) Based on our examination of records and information and explanations given to us, we are of the opinion that the term loans were applied for the purpose for which the loans were obtained.

(xvii) According to information and explanations given to us and an overall examination of the balance sheet and cash flow of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) During the year, the Company has made preferential allotments of shares to Promoters and non promoters group of the company. However, the Company has not made preferential allotments of shares to parties and companies covered in the Register maintained underSection301ofthe CompaniesAct,1956.

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

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

(xxi) In our opinion and based on the information and explanations furnished by the Management, which have been relied upon by us, there were no fraudonor by the Company noticedor reported during the year.



FOR PARY & CO. Chartered Accountants

Place : Surat POOJA MEHTA Date : 31st August, 2010 Partner Membership No. 109083 Firm Reg. No. 007288C