Auditor Report of Ishwarshakti Holdings & Traders Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Ishwarshakti Holdings & Traders Limited, which comprise the Balance Sheet as at March, 31, 2014, and the Statement of Profit and Loss & Cash Flow for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view accounting

principles generally accepted in India: 3 //£/

(a) in the case of the Balance Sheet, of the state of affairs''

2014; and

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

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

Report oh 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 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 and 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 General Circular 15/2013 dated 13 September 2013, issued by the Ministry of Corporate Affairs, in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being 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.

ANNEXURE AS REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31ST MARCH, 2014

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

b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii) a) The inventory has been physically verified during the year by the management.

Our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory & no material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) The Company has taken Loan from three parties covered in the register maintained under section 301 of the companies act, 1956. The maximum total amount involved during the year was Rs. 66,98,500/- & year end balance of loans taken from such parties was Rs. 61,93,370/-.

b) The Company has not given loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion the rate of interest and other terms and conditions on which loans have been taken from/granted to parties, company listed in the registers maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

d) As the terms of repayment are not specified we are unable to express our opinion under this clause.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase & sale of inventory and fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

vi) Based on our scrutiny of the Company''s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits so far upto 31st March 2014.

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

viii) We have been informed by the management, that the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provision of section 209(l)(d) do not apply to the company. Therefore, no comment on maintenance of cost records under section 209(1) (d) is required.

ix) a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, TDS & other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, TDS, Profession Tax etc. were outstanding as at 31-3-2014 for a period of more than six months from the date they become payable.

c) According to the records of the company, there are no dues of Income-tax, TDS, and Profession Tax etc. which have not been deposited on account of any dispute.

x) The company did not incur any cash loss during the current financial year as well as immediately preceding financial year. The Company does not have any accumulated losses till date of the balance sheet.

xi) According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March, 2014. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debenture does not arise.

xii) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi / fund / society. Therefore, the provisions of clause 4(xiii) of the/jfiompanie^Auditor''s Report) Order, 2003 are not applicable to the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debenture and other investment and timely entries have been made in these records.

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

xvi) According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

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

xviii) According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the records of the company has not issued any debenture.

xx) The company has not raised any money by public issue during the period covered by our audit report.

xxi) Based upon audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AND ON BEHALF OF PHIRODIA BAFNA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Registration No. 107911W

PLACE: MUMBAI (DEVEN J. BAFNA) DATED: 14 MAY 2014 PARTNER Membership No. 043314

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Ishwarshakti Holdings & Traders Limited ("the Company"), which comprise the Balance Sheet as at March, 31, 2013, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information,

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 "the Act"). This responsibility includes the design, implementation and maintainance fo internal control relevant to the preparation and presentation fo the financial statements that give a true and fair veiw and are free from material misstatement, whether due to fruad 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 misstatements,

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 aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair veiw in conformity with the accounting principles generally accepted in India:

*W, SANGAM ARCADE, VALLABHBHAJ ROAD, OP N, VILE PARLE
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; and

(b) in the case of the Statement of Profit and Loss, of the profit 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 fn the Annexure a statement on the matters specified in paragraphs A 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;

h. 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 and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

d- In our opinion, the Balance Sheet and Statement of Profit and Loss comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Art, 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, none of the directors is disqualified as on March 31, 2013, 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.

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

b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

jj) aj The inventory has been physically verified during the year by the management In our opinion, the frequency of verification is reasonable.

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

c) The company Is maintaining proper records of inventory & no material discrepancies were noticed on verification between the physical stocks and the book records,

iii) a) The Company has taken fresh loan from three parties covered in the register maintained under section 301 of the companies act 1956. The maximum total amount involved during the year was Rs. 65,33,629/- & year end balance of loans taken from such parties was Rs, 65,83,629/-,

b) The Company has not given loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion the rate of interest and other terms and conditions on which loans have been taken from/granted to parties, company listed in the registers maintained under section 301 are not, prima fade, prejudicial to the interest of the company.

d) As the terms of repayment are not specified we are unable to express pur opinion under this clause.

e) The company has taken reasonable steps for recovery of the principal a.rnqurit-

iv) In our opinion and according to the Jnfownstkin and explanations given to us, there is an adequate internal control sySJpn commensurate with the size of the company

«*, SANGAM ARCADE. VALLABHBHA. ROAD, O^JU^V^ON. V,L£ PARLE
and the nature of its business for purchase & sale of inventory and fixed assets, During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

vi) Based on our scrutiny of the Company''s records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits so far upto 31st March 2013.

vi''O The company has no formal internal audit department as such. However, its control procedures ensure reasonable internal checking of its financial and other records.

viii) We have been informed by the management, that the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provision of section 209(1)(d) do not apply to the company. Therefore, no comment on maintenance of cost records under section 209(1) (d) is required.

ix) a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, TOS & other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, TDS, Profession Tax etc. were outstanding as at 31-3-2013 for a period of more than six months from the date they become payable.

c) According to the records of the company, there are no dues of Income-tax, TDS, Profession Tax etc. which have not been deposited on account of any dispute,

v} The company did not incur any cash loss during the current financial year and there is a cash loss of Rs. 1,14,571/- immediately preceding financial year. The Company does not have any accumulated losses till date of the balance sheet.

kj) According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March, 2013. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debenture does not arise,

xii) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities,

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

xiv) On the basis of our examination of the company records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debenture and other investment and timely entries have been made in these records.

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

xvi) According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investments,

xviii) According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the records of the company has not issued any debenture.

xx) The company has not raised any money by public Issue during the period covered by our audit report.

xxi) Based upon audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit,



FOR AND ON BEHALF OF

PHIRODIA BAFNA & ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Registration No. 107911W



SANGAM ARCADE.

VAULABHBHAI ROAD,

PLACE: MUMBAI vheparle(westi. (DEVEN J. BAFNA)

MUMBAI-400 056.

DATED:--) 28 MAY 2013 PARTNER

Membership No. 043314

---

Mar 31, 2012

We have audited the attached Balance Sheet of ISHWARSHAKTI HOLDINGS & TRADERS LIMITED as at 31st March, 2012 and also Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's .management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

1. As required by the Companies (Auditor's Report) order, 2003 as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in an Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to above, we report that:

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

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

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

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

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

(b) in case of the Profit and Loss Account, of the PROFIT for the year ended on that date.

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

ANNEXURE AS REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE FOR THE YEAR ENDED 31st MARCH, 2012

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

b) The fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

ii) a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

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

c) The company is maintaining proper records of inventory & no material discrepancies were noticed on verification between the physical stocks and the book records.

iii) a) The Company has taken fresh loan from parties covered in the register maintained under section 301 of the companies act, 1956. The maximum total amount involved during the year was Rs. 5,45,000/- & year end balance of loans taken from such parties was Rs. NIL/-.

b) The Company has not given loan to any party covered in the register maintained under section 301 of the Companies Act, 1956.

c) In our opinion the rate of interest and other terms and conditions on which loans have been taken from/granted to parties, company listed in the registers maintained under section 301 are not, prima facie, prejudicial to the interest of the company.

d) As the terms of repayment are not specified we are unable to express our opinion under this clause.

e) The company has taken reasonable steps for recovery of the principal amount.

iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for purchase & sale of inventory and fixed assets. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

v) Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

vi) Based on our scrutiny of the Company's records and according to the information and explanations provided by the management, in our opinion, the company has not accepted any public deposits so far upto 31st March 2012.

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

viii) We have been informed by the management, that the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provision of section 209(1)(d) do not apply to the company. Therefore, no comment on maintenance of cost records under section 209(1) (d) is required.

ix) a) According to the records of the company, the company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, TDS & other statutory dues applicable to it.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, TDS, Profession Tax etc. were outstanding as at 31-3-2012 for a period of more than six months from the date they become payable.

c) According to the records of the company, there are no dues of income-tax, TDS, Profession Tax etc. which have not been deposited on account of any dispute.

x) The company has incurred a cash loss of Rs. 1,39,571/- in the current financial year and there is no cash loss immediately preceding financial year. The Company does not have any accumulated losses till date of the balance sheet.

xi) According to records of the company, the company has not borrowed from financial institutions or banks or issued debentures till 31st March, 2012. Hence, in our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debenture does not arise.

xii) According to the records of the company, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures or other securities.

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

xiv) On the basis of our examination of the company records we are of the opinion that the company is maintaining adequate records regarding transactions and contracts regarding its trading activities in shares securities, debenture and other investment and timely entries have been made in these records.

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

xvi) According to the records of the company, the company has not obtained any term loans. Hence, comments under the clause are not called for.

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

xviii) According to the records of the company and the information and explanations provided by the management, the company has not made any preferential allotment of share to parties and companies covered in the register maintained under section 301 of the Act.

xix) According to the records of the company has not issued any debenture.

xx) The company has not raised any money by public issue during the period covered by our audit report.

xxi) Based upon audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



FOR AND ON BEHALF OF PHIRODIA BAFNA & ASSOCIATES

CHARTERED ACCOUNTANTS Firm Registration No. 107911W

(DEVEN J. BAFNA) PARTNER Membership No. 043314

PLACE: MUMBAI

DATED: 30 MAY 2012

---

Mar 31, 2010

NOt Available