Auditor Report of Univa Foods Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Hotel Rugby Limited, which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended 31st March, 2014, 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 15/2013 dated 13th September 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 procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required subject to Note 1 for share capital regarding equity share issued for consideration other than cash, note 5 for investment including non- Verification and Note 21 accounts are prepared on going concern concept, 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 Profit and Loss Account, of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("theOrder") 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, 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 subsection (3C) of section 211 of the Companies Act, 1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act ;

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, three Directors of the company are disqualified from being appointed as a Director of the company under section 274 (1) (g) of the Companies Act, 1956 as at 31st March, 2014 (since two of the subsidiaries ( Public Companies) where they are directors have earlier not filed the annual accounts and annual return for continuous previous three financial years which were filed delayed subsequent to the due date and the disqualification continues for a period of five years since the year ended 31st March 2009)

Hotel Rugby Limited

Annexure referred to in Paragraph 3 of our report of even date of M/s. Hotel Rugby Limited for the year ended 31st March 2014.

On the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we state as under:

i) (a) There are no fixed assets of the company and therefore the question of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets does not arise.

(b) Since there are no fixed assets, the question of its physical verification and discrepancies with book records does not arise.

(c) Fixed Assets have been disposed off fully during the earlier years, thus the going concern concept of the company is effected

ii) In our opinion and according to the information and explanation given to us the company do not have any inventories during the current year and thus clause ii(a) pertaining to physical verification, clause ii(b) pertaining to procedure of physical verification and clause ii(c) regarding maintenance of proper record of inventories are not applicable.

iii) (a) In our opinion and according to the information and explanation given to us the company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act, The number of party is one. The Maximum Balance during the current year is Rs.5,86,600/- and the closing balance as on year end is Nil.

(b) We have been explained that above loan is in the nature of business advance / deposit and are interest free. Except this, it is not prejudicial to the interest of the company and other terms & conditions of the loans are as per the prevailing norms.

(c) As explained to us, receipt of the principal amount and interest if any are on demand basis & question of regularity cannot be ascertained therefore.

(d) As explained to us, the amount is receivable on demand basis, so the question of overdue amount does not arise.

(e) Clause no iii (e), iii (f) and iii (g) is not applicable since the company has not taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year

iv) In our opinion and according to the information and explanation given to us by the management, the internal control systems are adequate with the size of the company and the nature of its business and there are no purchase of inventory and fixed assets and sale of goods and services during the year except other Income.

v) (a) As explained to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered however updation is required ;and

(b) There are no transactions relating to purchase therefore clause v (b) is not applicable.

vi) There are no public deposit and therefore the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

vii) According to the information and explanation given to us, the company has an Internal audit system, through internal controls which is commensurate with the size of the company and nature of its business.

viii) To the best of our knowledge and as explained to us, 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.

ix) (a) There are no arrears for outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of the company examined by us, there are no arrears as on 31.03.2014 of the disputes taxes except that various assessments under Service Tax are pending finalization. The amount of interest & penalty levied by the department from the period Oct, 2004 to July, 2006 is Rs. 7,07,394/- and Rs. 16,41,776 respectively.

x) There are accumulated losses at the end of the financial year and is more than fifty percent of the net worth. The company has incurred cash loss in the current financial year but not in the immediately preceding financial year after appropriation items.

xi) Clause xi is not applicable since there are no secured loans during the current year.

xii) 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 provisions of special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities, debentures and other Investments and as explained by the company and relied upon by us, the shares and other investments have been held by the company, in its own name unless otherwise stated.

xv) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The company has not taken any term loan in current year; therefore the question of applicability for the purpose for which the loan is taken dose not arises.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow of the company, we report that the company has not utilized the funds raised on short term basis for long term purpose.

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 Act.

xix) The security or charge has not been created in respect of any debenture since no Debentures were issued.

xx) During the current year, the company has not raised money through public issue.

xxi) During the course of our 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 instances of fraud on or by the company, noticed or reported during the current year, nor we have been informed of such case by the management.

For R KABRA & CO. Chartered Accountants Firm Reg.No.104502W

Place : Mumbai Date : 06/05/2014

Deepa Rathi Partner M. No. 104808 FRN : 104502W

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Hotel Rugby Limited, which comprise the Balance Sheet as at 31 st March, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended 31st March, 2013, 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.

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 subject to Note 1 for share capital regarding equity share issued for consideration other than cash, note 6 for investment including non- Verification and Note No 17 regarding major fixed assets are sold and Note 22 accounts are prepared on going concern concept, 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, 2013;

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 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, 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 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, 2013, and taken on record by the Board of Directors, three Directors of the company are disqualified from being appointed as a Director of the company under section 274 (1) (g) of the Companies Act, 1956 as at 31st March, 2013 (since two of the subsidiaries ( Public Companies) where they are directors have earlier not filed the annual accounts and annual return for continuous previous three financial years which were filed delayed subsequent to the due date and the disqualification continues for a period of five years since the year ended 31st March 2009)

On the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we state as under:

i) (a) There are no fixed assets of the company and therefore the question of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets does not arise.

(b) Since there are no fixed assets, the question of its physical verification and discrepancies with book records does not arise.

(c) Fixed Assets have been disposed off fully during the earlier years, thus the going concern concept of the company effected

ii) In our opinion and according to the information and explanation given to us the company do not have any inventories during the current year and thus clause ii(a) pertaining to physical verification, clause ii(b) pertaining to procedure of physical verification and clause ii(c) regarding maintenance of proper record of inventories are not applicable.

iii) (a) In our opinion and according to the information and explanation given to us the company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act, The number of party is one. The Maximum Balance during the current year is Rs.5,86,600/- and the closing balance as on year end is Rs 5,86,600/-.

(b) We have been explained that above loan is in the nature of business advance / deposit and are interest free. Except this, it is not prejudicial to the interest of the company and other terms & conditions of the loans are as per the prevailing norms.

(c) As explained to us, receipt of the principal amount and interest if any are on demand basis & question of regularity cannot be ascertained therefore.

(d) As explained to us, the amount is receivable on demand basis, so the question of overdue amount does not arise.

(e) Clause no iii (e), iii (f) and iii (g) is not applicable since the company has not taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year

iv) In our opinion and according to the information and explanation given to us by the management, the internal control systems are adequate with the size of the company and the nature of its business and there are no purchase of inventory and fixed assets and sale of goods and services during the year except other Income.

v) (a) As explained to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered however updating is required ;and

(b) There are no transactions relating to purchase therefore clause v (b) is not applicable.

vi) There are no public deposit and therefore the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

vii) According to the information and explanation given to us, the company has an Internal audit system, through internal controls which is commensurate with the size of the company and nature of its business.

viii) To the best of our knowledge and as explained to us, 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.

ix) (a) There are no arrears for outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of the company examined by us, there are no arrears as on 31.03.2013 of the disputes taxes except that various assessments under Service Tax are pending finalization. The amount of interest & penalty levied by the department from the period Oct, 2004 to July, 2006 is Rs. 7,07,394/- and Rs. 16,41,776/- respectively.

x) There are accumulated losses at the end of the financial year but are not more than fifty percent of the net worth. The company has not incurred any cash loss in the current financial year neither in the immediately preceding financial year after appropriation items.

xi) Clause xi is not applicable since there are no secured loans during the current year.

xii) 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 provisions of special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities, debentures and other Investments and as explained by the company and relied upon by us, the shares and other investments have been held by the company, in its own name unless otherwise stated.

xv) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) Except overdraft against Fixed Deposit Receipts for working capital which was only during certain days during the year, the company has not taken any term loan in current year; therefore the question of applicability for the purpose for which the loan is taken dose not arises.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow of the company, we report that the company has not utilized the funds raised on short term basis for long term purpose.

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 Act.

xix) The security or charge has not been created in respect of any debenture since no Debentures were issued.

xx) During the current year, the company has not raised money through public issue.

xxi) During the course of our 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 instances of fraud on or by the company, noticed or reported during the current year, nor we have been informed of such case by the management.

For R KABRA & CO.

Chartered Accountants

Firm Reg.No.104502W



Place : Mumbai

Date : 23.05.2013



Sd/-

Deepa Rathi

Partner

M. No. 104808

Firm Reg.No. 104502W

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of HOTEL RUGBY LIMITED as at 31st March 2012 and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date attached 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in terms of Section 227 (4A) of the Companies Act, 1956 & its amendments thereto, we enclose herewith in the annexure a statement on the matter specified therein.

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

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

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

(c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement referred to in this report are in agreement with the books of account;

(d) In our opinion, the profit and loss account, the balance sheet 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) According to information and explanations given to us and on the basis of written representations from the Directors of the company, taken on record by the Board Of Directors, three Directors of the company are disqualified from being appointed as a Director of the company under section 274 (1) (g) of the Companies Act, 1956 as at 31st March, 2012 (since two of the subsidiaries ( Public Companies) where they are directors have earlier not filed the annual accounts and annual return for continuous previous three financial years which were filed delayed subsequent to the due date and the disqualification continues for a period of five years since the year ended 31st March 2009)

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to :

SR.NO. PARTICULARS

1 Note 16 regarding major fixed assets are sold during the previous years and accounts are prepared on going concern concept.

2 Note 1 for share capital regarding equity share issued for consideration other than cash and note 6 for investments including non-verification.

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In the case of Balance Sheet, of the State of Affairs of the company as at 31st March, 2012.

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

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

Annexure referred to in Paragraph 3 of our report of even date of M/s. Hotel Rugby Limited for the year ended 31st March 2012.

On the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we state as under:

(i) (a) There are no fixed assets of the company and therefore the question of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets does not arise.

(b) Since there are no fixed assets, the question of its physical verification and discrepancies with book records does not arise.

(c) Fixed Assets have been disposed off fully during the earlier years, thus the going concern concept of the company effected

(ii) In our opinion and according to the information and explanation given to us the company do not have any inventories during the current year and thus clause ii(a) pertaining to physical verification, clause ii(b) pertaining to procedure of physical verification and clause ii(c) regarding maintenance of proper record of inventories are not applicable.

(iii) (a) In our opinion and according to the information and explanation given to us the company has granted unsecured loans, to companies, firms or other parties covered in the register maintained ' under section 301 of the Act, The number of party is one. The Maximum Balance during the current year is Rs.25,60,000/- and the closing balance as on year end is Rs Nil/-.

(b) We have been explained that above loan is in the nature of business advance / deposit and are interest free. Except this, it is not prejudicial to the interest of the company and other terms & conditions of the loans are as per the prevailing norms.

(c) As explained to us, receipt of the principal amount and interest if any are on demand basis & question of regularity cannot be ascertained therefore.

(d) As explained to us, the amount is receivable on demand basis, so the question of overdue amount does not arise.

(e) Clause no iii (e), iii (f) and iii (g) is not applicable since the company has not taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year.

(iv) In our opinion and according to the information and explanation given to us by the management, the internal control systems are adequate with the size of the company and the nature of its business and there are no purchase of inventory and fixed assets and sale of goods and services during the year except other Income.

(v) (a) As explained to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered however updation is required ;and

(b) There are no transactions relating to purchase therefore clause v(b) is not applicable.

(vi) There are no public deposit and therefore the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(vii) According to the information and explanation given to us, the company has an Internal audit system, through internal controls which is commensurate with the size of the company and nature of its business

(viii) To the best of our knowledge and as explained to us, maintenance of cost records has not been prescribed by the Central Government under clause (d) of subsection (1) of section 209 of the Act.

(ix) (a) There are no arrears for outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of the company examined by. us, there are no arrears as on 31.03.2011 of the disputes taxes except that various assessments under Income Tax and Service Tax are pending finalization.

(x) There are accumulated losses at the end of the financial year which are more than fifty percent of the net worth. The company has not incurred any cash loss in the current financial year neither in the immediately preceding financial year after appropriation items.

(xi) Clause xi is not applicable since there are no secured loans during the current year.

(xii) 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 provisions of special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other Investments and as explained by the company and relied upon by us, the shares and other investments have been held by the company, in its own name unless otherwise stated.

(xv) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Except overdraft against Fixed Deposit Receipts for working capital which was only during certain days during the year, the company has not taken any term loan in current year; therefore the question of applicability for the purpose for which the loan is taken dose not arises.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow of the company, we report that the company has not utilized the funds raised on short term basis for long term purpose.

(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 Act.

(xix) The security or charge has not been created in respect of any debenture since no Debentures were issued.

(xx) During the current year, the company has not raised money through public issue.

(xxi) During the course of our 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 instances of fraud on or by the company, noticed or reported during the current year, nor we have been informed of such case by the management.



For R. KABRA & Co. Chartered Accountants

sd/- Deepa Rathi Partner MNo: 104808 FirmReg.No.104502W

Place: MUMBAI Date : 30.05.2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of HOTEL RUGBY LIMITED as at 31st March 2011 and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date attached 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. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in terms of Section 227 (4A) of the Companies Act, 1956 & its amendments thereto, we enclose herewith in the annexure a statement on the matter specified therein.

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

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

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

(c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement referred to in this report are in agreement with the books of account;

(d) In our opinion, the profit and loss account, the balance sheet 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) According to information and explanations given to us and on the basis of written representations from the Directors of the company, taken on record by the Board Of Directors, three Directors of the company are disqualified from being appointed as a Director of the company under section 274 (1) (g) of the Companies Act, 1956 as at 31st March, 2011 (since two of the subsidiaries (Public Companies) where they are directors have earlier not filed the annual accounts and annual return for continuous previous three financial years which were filed delayed subsequent to the due date and the disqualification continues for a period of five years since the year ended 31st March 2009)

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to :

SR.NO. PARTICULARS

1 Note No. (I) (b) (ii) regarding major fixed assets are sold and accounts are prepared on going concern concept.

2 Note under schedule 1 for share capital regarding equity share issued for consideration other than cash and schedule 4 for investments including non- verification.

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In the case of Balance Sheet, of the State of Affairs of the company as at 31st March, 2011.

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

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

Annexure referred to in Paragraph 3 of our report of even date of M/s. Hotel Rugby Limited for the year ended 31st March 2011.

On the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we state as under:

(i) (a) There are no fixed assets of the company and therefore the question of maintaining proper records showing full particulars, including quantitative details and situation of fixed assets does not arise.

(b) Since there are no fixed assets, the question of its physical verification and discrepancies with book records does not arise.

(c) Fixed Assets have been disposed off fully during the earlier years, thus the going concern concept of the company effected

(ii) In our opinion and according to the information and explanation given to us the company do not have any inventories during the current year and thus clause ii(a) pertaining to physical verification, clause ii(b) pertaining to procedure of physical verification and clause ii(c) regarding maintenance of proper record of inventories are not applicable.

(iii)(a) In our opinion and according to the information and explanation given to us the company has granted unsecured loans, to companies, firms or other parties covered in the register maintained under section 301 of the Act, The number of party is one. The Maximum Balance during the current year is Rs.48,94,000/- and the closing balance as on year end is Rs 25,60,000/-.

(b) We have been explained that above loan is in the nature of business advance / deposit and are interest free. Except this, it is not prejudicial to the interest of the company and other terms &• conditions of the loans are as per the prevailing norms.

(c) As explained to us, receipt of the principal amount and interest if any are on demand basis & question of regularity cannot be ascertained therefore.

(d) As explained to us, the amount is receivable on demand basis, so the question of overdue amount does not arise.

(e) Clause no iii (e), iii (f) and iii (g) is not applicable since the company has not taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the current year.

(iv) In our opinion and according to the information and explanation given to us by the management, the internal control systems are adequate with the size of the company and the nature of its business and there are no purchase of inventory and fixed assets and sale of goods and services during the year except other Income.

(v) (a) As explained to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered however updation is required ;and

(b) There are no transactions relating to purchase therefore clause v(b) is not applicable.

(vi) There are no public deposit and therefore the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(vii) According to the information and explanation given to us, the company has an Internal audit system, through internal controls which is commensurate with the size of the company and nature of its business

(viii) To the best of our knowledge and as explained to us, 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.

(ix) (a) There are no arrears for outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and the records of the company examined by us, there are no arrears as on 31.03.2011 of the disputes taxes except that various assessments under Income Tax and Service Tax are pending finalization.

(x) There are accumulated losses at the end of the financial year which are more than fifty percent of the net worth. The company has not incurred any cash loss in the current financial year neither in the immediately preceding financial year after appropriation items.

(xi) Clause xi is not applicable since there are no secured loans during the current year.

(xii) 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 provisions of special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

(xiv) The company is not dealing or trading in shares, securities, debentures and other Investments and as explained by the company and relied upon by us, the shares and other investments have been held by the company, in its own name unless otherwise stated.

(xv) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Except overdraft against Fixed Deposit Receipts for working capital which was only during certain days during the year, the company has not taken any term loan in current year; therefore the question of applicability for the purpose for which the loan is taken dose not arises.

(xvii)According to the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow of the company, we report that the company has not utilized the funds raised on short term basis for long term purpose.

(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 Act.

(xix) The security or charge has not been created in respect of any debenture since no Debentures were issued.

(xx) During the current year, the company has not raised money through public issue.

(xxi) During the course of our 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 instances of fraud on or by the company, noticed or reported during the current year, nor we have been informed of such case by the management.

For R.KABRA & Co.

Chartered Accountants

R.L.KABRA

Partner M No: 16216 Firm Reg.No.104502W

Place : MUMBAI Date : 29-8-2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of HOTEL RUGBY LIMITED as at 31st March 2010 and its Profit & Loss Account and the Cash Flow Statement for the year ended on that date attached thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 in terms of Section 227 (4A) of the Companies Act, 1956 & its amendments thereto, we enclose herewith in the annexure a statement on the matter specified therein.

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

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

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

(c) The Balance Sheet, the Profit and Loss account and the Cash Flow Statement referred to in this report are in agreement with the books of account;

(d) In our opinion, the profit and loss account, the balance sheet 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) According to information and explanations given to us and on the basis of written representations from the Directors of the company, taken on record by the Board Of Directors, three Directors of the company are disqualified from being appointed as a Director of the company under section 274 (1) (g) of the Companies Act, 1956 as at 31" March, 2010 (since two of the subsidiaries ( Public Companies) where they are directors have not filed the annual accounts -and annual return for continuous previous three financial years which was filed delayed subsequent to the due date and the disqualification will continue for a period of five years since the year ended 31st March 2009).

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts, subject to :

SR.NO. PARTICULARS

1 Note No.(l)(e) (i) & (ii) of Schedule 13 - regarding uncertainity about discharge of retirement benefit as per accounting standard 15.

2 Note No. (I) (b) (ii) regarding major fixed assets sold and accounts are .still prepared on going concern concept.

3 Note No. 7 (a) Regarding non inclusion of Balance Sheet of subsidiary companies as required u/s 212(1) of the Companies Act,1956, pending renewal of exemption.

4 Note under schedule 1 for share capital regarding equity share issued for consideration other than cash and schedule 5 for investments including non- verification.

give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a) In the case of Balance Sheet, of the State of Affairs of the company as at 31st March, 2010.

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

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

Annexure referred to in Paragraph 3 of our report of even date of M/s. Hotel Rugby Limited for the period ended 31st March 2010.

On the basis of such checks of the books and records as we considered appropriate and the information and explanations given to us during the course of the audit, we state as under:

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

(b) A substantial portion of fixed assets has been physically verified by the management during the current period & in our opinion the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed Assets have been disposed off fully during the current year and also substantial fixed assets have been sold during the earlier years, thus the going concern concept of the company effected

(ii) In our opinion and according to the information and explanation given to us the company do not have any inventories during the current period and thus clause ii(a) pertaining to physical verification, clause ii(b) pertaining to procedure of physical verification and clause ii(c) regarding maintenance of proper record of inventories are not applicable.

iii) (a) In our opinion and according to the information and explanation given to us the company has granted unsecured loans, to companies, firms or other parties covered.in the register maintained under section 301 of the Act, The number of party are two. The Maximum Balance during the current year is Rs.48,94,000 and the closing balance as on year end is Rs 48,94,000.

(b) We have been explained that above loan is in the nature of business advance / deposit and are interest free. Except this, it is not prejudicial to the interest of the company and other terms & conditions of the loans are as per the prevailing norms.

(c) As explained to us, receipt of the principal amount and interest if any are on demand basis & question of regularity cannot be ascertained therefore.

(d) As explained to us, the amount is receivable on demand basis, so the question of overdue amount does not arise.

(e) Clause no iii ( e), iii (f) and iii (g) is not applicable since the company has not taken unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Act during the current period .

(iv) In our opinion and according to the information and explanation given to us by the management, the internal control systems are adequate with the size of the company and the nature of its business and there are no purchase of inventory and fixed assets and sale of goods and services during the period except other IncomeA

(v) (a) As explained to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered however updation is required ;and

(b) There are no transactions relating to purchase therefore clause v(b) is not applicable.

vi) There are no public deposit and therefore the directives issued by the Reserve Bank of India and the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules framed there under are not applicable.

(vii) According to the information and explanation given to us, the company has an internal audit system, through internal controls which is commensurate with the size of the company and nature of its business

viii) To the best of our knowledge and as explained to us, 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.

ix) (a) There is general delay by the company in depositing undisputed statutory dues including Income Tax, Service Tax, and other statutory dues with the appropriate authorities. There are no arrears for outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable. In some assessment years, the Company has requested to settle undisputed demand to be appropriated against refunds of other years.

(b) According to the information and explanation given to us and the records of the company examined by us, there are no arrears as on 31.03.2010 of the disputes taxes except that various assessments under Income Tax, Sales Tax, Service Tax and Luxury tax are pending finalization.

(x) There are accumulated losses at the end of the financial year which are more than fifty percent of the net worth. The company has not incurred any cash loans in the current financial year neither in the immediately preceding financial year after appropriation items.

xi) clause xi is not applicable since there are no secured loans during the current year.

xii) 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 provisions of special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company.

xiv) The company is not dealing or trading in shares, securities, debentures and other investments and as explained by the company and relied upon by us, the shares and other investments have been held by the company, in its own name unless otherwise stated.

(xv) On the basis of the information and explanation given to us and records produced before us, the company has not given any guarantee for loans taken by others from bank orfinancial institutions.

(xvi) Except overdraft against Fixed Deposit Receipts for working capital which was only during certain days during the year, the company has not taken any term loan in current period, therefore the question of applicability for the purpose for which the loan is taken dose not arises.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet and Cash Flow of the company, we report that the company has not utilized the funds raised on short term basis for long term purpose.

(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 Act.

(xix) The security or charge has not been created in respect of any debenture since no debentures were issued.

(xx) During the current period, the company has not raised money through public issue.

(xxi) During the course of our 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 instances of fraud on or by the company noticed or reported during the current period, nor we have been informed of such case by the management.



For R.KABRA & Co.

Chartered Accountants

Place : MUMBAI R.L.KABRA

Date : 31" August, 2010 Partner

M No : 16216

Firm Reg.No.104502W