Auditor Report of JJ Exporters Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of J J EXPORTERS LIMITED (''the Company''), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these standalone 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 the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matter in the Notes to the financial statements:

a) Note 2 to the financial statements which indicates that the Company has accumulated losses and its net worth has been substantially eroded, the Company has incurred a Net loss during the current year and incurred cash loss during the previous year and, the Company's current liabilities exceeded its current assets as at the Balance Sheet date. These conditions, along with other matters set forth in Clause 8 of Note 23, indicate the existence of an uncertainty that may cast doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company has been prepared on a going concern basis since the financial and business restructuring has been initiated by the company.

Report on Other Legal 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 sub-section(11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we 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 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 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 standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The going concern matter described in sub-paragraph (a) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

(g) 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 explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Clause 1 of Note 23 to the financial statements.

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

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

(Referred to Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date) On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programmer, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies, which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of accounts. However, they are not material in nature.

iii. According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to the Companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence, comment on Clause No. iii (a) and iii (b) of the said order does not arise.

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 the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our previous assessment, no continuing failure to correct any major weakness in internal control system had come to our notice.

v. According to the information and explanations given to us, there is no such deposits, taken by the Company, for which directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, compliances are required.

vi. We have broadly reviewed the books of account and records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 in respect of the Company's product to which the said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the same.

vii. a) According to the records of the Company and as per the information and explanations given to us , the Company is regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and any other Statutory Dues with the appropriate authorities during the year. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Cess and other Statutory Dues were in arrears as at 31st March,2015 for a period of more than six months from the date they became payable.

b) On the basis of information and explanations given to us, these are the disputed Statutory Dues, which have not been deposited with the appropriate authorities :

The details regarding the Income Tax disputed dues pending before Commissioner of Income Tax (Appeals) is shown below:

ASSESSMENT YEAR INCOME TAX ASSESSMENT YEAR INCOME TAX AMOUNT(Rs.) AMOUNT(Rs.)

1998-1999 79,799 2008-2009 45,868,423

2003-2004 163,157 2009-2010 42,406,650

2004-2005 1,301,201 2010-2011 327,520

2005-2006 5,276,944 2011-2012 61,590

The details regarding the Sales tax disputed dues pending before Appellate and Revisional Board are as follows:

ASSESSMENT YEAR SALES TAX AMOUNT (Rs.)

2008-09 1,15,154

2009-10 1,04,171

2010-11 25,76,331

2011-12 2,17,538

The details regarding the Excise Duty, Custom Duty and Service Tax disputed dues are as follows:

PARTICULARS AMOUNT (Rs.) Forum where Dispute is Pending

Custom Duty (including penalty of - Rs.48,40,347) (2009-10 to 2012-13) 96,80,694 Commissioner of Central Excise

Service Tax (2006-07) 2,56,065 Central Excise and Service Tax Appellate Tribunal (CESTAT)

Service Tax (2006-07) 3,36,842 Commissioner of Appeal

Service Tax (2007-08) 90,842 CESTAT

Service Tax on Commission (2005-06) 3,48,536 Commissioner of Appeal

Service Tax (2007-08) 2,66,676 Commissioner of Appeal

Service Tax (2007-08) 3,87,217 CESTAT

Service Tax (2008-09 & 2009-10) 2,83,482 Commissioner of Appeal

Service Tax (2009-10) 51,920 Commissioner of Appeal

Service Tax (2006-07 & 2007-08) 6,95,479 Commissioner of Appeal

Service Tax (2007-08) 2,02,497 Honourable High Court of Calcutta

c) There is no amount required to be transferred to Investors Education and Protection Fund as on 31st March, 2015.

viii. The accumulated losses of the company at the end of the financial year is more than fifty percent of its net worth and the company has not incurred cash losses in the current financial year but the company has incurred cash losses in the immediately preceding financial year.

ix. The term loan from Industrial Development Bank of India (IDBI) to the extent of Rs.15 Crores, which was to be paid during the year 2014-15, is not yet paid. However, the bank has approved one time settlement of the outstanding loans, for which necessary compliances are in process.

Loans from Indian Overseas Bank (IOB) ofRs.23.18 Crores (including interest), subject to confirmation was called back for repayment during the year 2013-14 and is also not yet paid, for which the company has approached for one time settlement to the bank in view of the current financial position.

x. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

xi. To the best of our knowledge and belief and according to the information and explanations given to us, term loans were applied for the purpose for which the loans were obtained.

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

For SALARPURIA JAJODIA & CO.

Chartered Accountants

ICAIReg:No. 302111E



Anand Prakash

Place : Kolkata Partner

Date: 29th day of May, 2015 Membership No. 056485

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Mar 31, 2014

Report on the Financial Statements

We have audited the accompanying financial statements of J J EXPORTERS LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the 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

The company''s 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. 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 in conformity with the accounting principles generally accepted in India:

a. In the case of the Balance Sheet, of the State of Affairs of the Company as at March 31,2014;

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

c. In the case of the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

Emphasis on Matter

We draw attention to Clause 26 of Note 23 about the continuous losses of the company. However, the company has taken steps for restructuring of debts and have made proposals for One Time Settlement in order to continue its operations. The accounts have been prepared on going concern basis.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order")(as amended) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the 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 Companies Act, 1956, 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 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 Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) ofsection 211 of the Companies Act, 1956;

e. On the basis of the 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 441Aof the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date) On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

assets.

(b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Fixed Assets disposed off during the year were not substantial, and therefore, do not affect the Going Concern assumption.

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have, however, been confirmed by them.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies that were noticed on physical verification of inventory, as compared to book records, have been properly dealt with in the books of accounts. However, they are not material in nature.

iii) (a) According to information and explanations given to us, the Company has not granted any loan, secured or unsecured to the parties covered in the register maintained under Section 301 of the Companies Act, 1956. Hence, comments on clauses (iii)(b) to (iii)(d) of the said order does not arise.

(b) The Company had taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1.5 crore and the year-end balance of loan taken from such company was NIL.

(c) In our opinion, the rate of interest and other terms and conditions on which loan has been taken from the company listed in register maintained under Section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(d) The company had paid the principal amount of the loan and interest thereon as per the terms and conditions.

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 with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our previous assessment, no continuing failure to correct any major weakness in internal control system had come to our notice.

v) (a) On the basis of the audit procedures performed by us and according to the information, explanations and representations given to us, we are of the opinion that, the particulars of contracts or arrangements in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

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

vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed thereunder. Therefore, the provisions of Clause 4(vi) of the order are not applicable to the company.

vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956 in respect of the Company''s product to which the said rules are made applicable, and are of the opinion that, prima- facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the same.

ix) (a) According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including Provident Fund, Investors'' Education & Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

(c) On the basis of our examination of the documents and records, the following disputed statutory dues on account of Income Tax and Sales Tax which have not been deposited with the appropriate authorities are as under:

Nature Of Dues Amount (Rs.) Forum Where Dispute Is Pending

Sales Tax 69,972,650 Joint- Commissioner of Sales Tax

Income Tax 95,423,694 CommissioneroflncomeTax(Appeals)

The details regarding the disputed dues are as follows:

ASSESSEMENT YEAR SALES TAX AMOUNT(RS.)

2008- 2009 115,154

2009- 2010 325,101

2010- 2011 69,532,395

ASSESSMENT YEAR INCOMETAX ASSESSMENT YEAR INCOME TAX AMOUNT(Rs.) AMOUNT(Rs.)

1998-1999 79,799 2008-2009 45,868,423

2003- 2004 163,157 2009-2010 42,406,650

2004- 2005 1,301,201 2010-2011 327,520

2005- 2006 5,276,944

x) The accumulated losses of the company at the end of the financial year is more than 50% of its net worth and it has incurred cash losses in the current financial year, and has also incurred cash losses in the immediately preceding financial year.

xi) During the year, the repayment of the term loan from the banks has been restructured and rescheduled along with interest thereon, whereas working capital loan of Rs. 248,683,944/- and interest thereon, with the banks has been called for repayment for which company has approached for one time settlement to the banks in view of its current financial position. Refer Note No. 3 (j).

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

xiii) In our opinion, the company is not a Chit Fund or a Nidhi/ Mutual Benefit Fund/ Society. Therefore, the provisions of this clause are not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the company has maintained proper records for its transactions of dealing or trading in shares and securities and timely entries have been made therein. The company in its own name holds the shares, securities and other investments save and except 1,303,675 nos. of Equity Shares of the company issued under the scheme of amalgamation, which are being held by JJ Exporters Beneficiary Trust (Refer point No. 4 of Note 23).

xv) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

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

xvii) According to the information and explanations given to us and on an overall examination of the Financial Statement of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usage of funds, we are of the opinion that the funds raised by the company on short term basis have not been used for long term investment.

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) According to the information and explanation given to us during the period covered by our Audit Report, the Company has not issued any debenture.

xx) The Company has not raised any money by way of public issue, during the year.

xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For SALARPURIA JAJODIA & CO. Chartered Accountants ICAI Reg:No. 302111E

Siddharth Jhajharia Place : Kolkata Partner Date: 22nd day of May, 2014 Membership No. 058419

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of J J EXPORTERS LIMITED, 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 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. 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 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, 2013;

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

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

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 Sec 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 accounts 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, the 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 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.

ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT

(Referred to in Paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date)

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

(b) As explained to us, fixed assets, according to the practice of the company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company has disposed off Land and Building at Rajaji Nagar, Bengaluru during the year, which does not affect the going concern of the Company.

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have, however, been confirmed by them.

(b) The procedures explained to us; which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its Inventory. Discrepancies that were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account. However, it is not material in nature.

iii) (a) According to information and explanations given to us, the Company has not granted any loan, secured or unsecured to the parties covered in the register maintained under section 301 of the Companies Act, 1956, hence comments on clauses (iii)(b) to (iii)(d) of the said order does not arise.

(e) The Company had taken unsecured loan from a company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 67 lakhs and the year-end balance of loan taken from such company was Nil.

(f) In our opinion, the rate of interest and other terms and conditions on which loan has been taken from the company listed in register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

(g) The company had paid the principal amount of the loan and interest thereon as per the terms and conditions.

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 with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our previous assessment, no continuing failure to correct any major weakness in internal control system had come to our notice.

v) (a) On the basis of the audit procedures performed by us and according to the information, explanations and representations given to us, we are of the opinion that, the particulars of contracts or arrangements in which directors were interested as contemplated under Section 297 and sub-Section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

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

vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed there under. Therefore, the provisions of Clause 4(vi) of the order are not applicable to the company.

vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company''s product to which the said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the same.

ix) (a) According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including provident fund, Investors Education & Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable, save and except Value Added Tax amounting to Rs. 11,53,570 which is since been paid.

x) There are no accumulated losses of the Company at the end of the financial year but it has incurred cash losses in the current financial year, and has also incurred cash losses in the immediately preceding financial year.

xi) On the basis of the records examined by us and the information and explanations given to us, the Company has generally not defaulted in repayment of dues to financial institutions and banks, except repayment of Term Loan of Rs. 65,64,250 and interest thereon amounting to Rs. 74,72,494/- which is outstanding as at 31st March, 2013 refer note no. 25.

xii) As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of this clause are not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the company has maintained proper records for its transactions of dealing or trading in shares and securities and timely entries have been made therein. The company in its own name holds the shares, securities and other investments save and except 1,303,675 nos. of equity shares of the company issued under the scheme of amalgamation, which are being held by J J Exporters Beneficiary Trust (refer Clause No. 4 of Note 23).

xv) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

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

xvii) According to the information and explanations given to us and on an overall examination of the Financial Statement of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usage of funds, we are of the opinion that the funds raised by the company on short term basis has not been used for long term investment.

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) According to the information and explanation given to us during the period covered by our Audit Report, the Company has not issued any debenture.

xx) The Company has not raised any money by way of public issue, during the year.

xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For SALARPURIA JAJODIA & CO.

Chartered Accountants

Partner

Place - Kolkata Membership No. 56485

Date: 18th day of May, 2013 ICAI Reg:No. 302111E

---

Mar 31, 2012

We have audited the attached Balance Sheet of J J EXPORTERS LIMITED, as at 31st March 2012, the annexed Profit and Loss Account for the year ended on that date, and also the Cash Flow Statement for the year ended on that date. 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.

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

2. As required by the Companies (Auditor's Report) Order, 2004 issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

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

iv) 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;

v) Based on the representations made by the Directors as on 31st March, 2012 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2012 prima facie disqualified 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, further attention drawn to Clause no. 22 of Note 23 regarding accounting of derivative transactions in view of legal advice, the said financial statements give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

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

(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.

ANNEXURE TO THE AUDITORS' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2012 OF J J EXPORTERS LIMITED

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification;

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern;

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have, however, been confirmed by them;

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business:

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its Inventory. Discrepancies that were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account. However, it is not material in nature.

iii) (a) The Company has, granted unsecured interest free loans to its subsidiary company. The details of loan transactions are as follows:-

No. of Opening as Given during Refunded during Party on 01.04.11 the year the year

Rs Rs Rs

1 10,426,270 10,426,270



No.of Written Off Closing as Maximum Party on 31.03.12 balance

1 - - 10,426,270

(b) In our opinion, the terms and conditions on which loan was granted to the company listed in the register maintained under Section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the company since being subsidiary company.

(c) The subsidiary company has repaid the principal amounts as stipulated and as per the mutual consent.

(d) There is no overdue amount more than Rupees one lakh of aforesaid loan during the year.

(e) According to the information & explanations given to us, the company has not taken any loan, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence comments on Clause No. Ill (f) and (g) of the said order does not arise.

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 with regard to purchase of Inventory, fixed assets and for sale of goods and services. During the course of our previous assessment, no continuing failure to correct major weakness in internal control system had come to our notice;

v) (a) On the basis of the audit procedures performed by us and according to the information, explanations and representations given to us, we are of the opinion that, the particulars of contracts or arrangements in which directors were interested as contemplated under Section 297 and sub-Section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered;

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rs 5 lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time ;

vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed thereunder. Therefore, the provisions of Clause 4(vi) of the order are not applicable to the company.

vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 in respect of the Company's product to which they said rules are made applicable, and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the same;

ix) (a) According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including provident fund, Investors Education & Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable;

(c) On the basis of our examination of the documents and records, the disputed statutory dues on account of Income Tax and Sales Tax which have not been deposited with the appropriate authorities are as under:

Nature Of Dues Amount (RS) Forum Where Dispute Is Pending

Income Tax 5,86,08,571 Commissioner Of Income Tax (Appeals)

Sales Tax 124,119,951 Joint Commissioner Of Sales Tax

x) There are no accumulated losses of the Company at the end of the financial year Although it has incurred cash loss in the current financial year, it has not incurred cash loss in the immediately preceding financial year.

xi) On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks, except, interest on term loan from a bank, amounting to Rs 70,11,699 which is outstanding as at 31st March 2012.

xii) As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of this clause are not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the company has maintained proper records for its transactions of dealing or trading in shares and securities and timely entries have been made therein. The company in its own name holds the shares, securities and other investments, save and except 1,303,675 nos. of equity shares of the company issued under the scheme of amalgamation, which are being held by J J Exporters Beneficiary Trust (refer Clause No. 4 of Note 23).

xv) According to the information and explanations given to us, and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

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

xvii) According to the information and explanations given to us and on an overall examination of the Financial Statement of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of fund, we are of the opinion that the funds raised by the company on short term basis has not been used for long term investment.

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) According to the information and explanation given to us during the period covered by our Audit Report, the Company has not issued any debenture.

xx) The Company has not raised any money by way of public issue, during the year;

xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For SALARPURIA JAJODIA & CO.

Chartered Accountants

Anand Prakash

Partner

Place : Kolkata Membership No. 56485

Date: 21st day of May, 2012 ICAI Reg:No. 302111E

---

Mar 31, 2010

We have audited the attached Balance Sheet of J. J. EXPORTERS LTD., as at 31st March, 2010, the annexed Profit & Loss Account for the year ended on that date, and also the Cash Flow Statement for the year ended on that date. 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.

1. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-statement. 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 presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2004, issued by the Central Government in terms of section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

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

iv) In our opinion, the Balance Sheet, the Profit & 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;

v) Based on the representations made by the Directors as on 31 st March, 2010 and taken on record by the Board of Directors of the Company and the information and explanations given to us, none of the Directors is, as at 31st March, 2010 prima-facie disqualified 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, further attention drawn to Note No. 28 of Schedule "O" regarding accounting of derivative transactions in view of legal advice, the said financial statements give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;

(b) In the case of the Profit & 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.



ANNEXURE TO THE AUDITORS REPORT



ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST MARCH, 2010 OF J. J. EXPORTERS LTD.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

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

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii) (a) As explained to us, inventories have been physically verified during the year by the management, except for inventories lying with outside parties, which have, however, been confirmed by them.

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its Inventory. Discrepancies that were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account. However, it is not material in nature.

iii) a) The Company has, granted unsecured interest free loans to its 100% subsidiary companies. The details of loan transactions are as follows: (Amountin Rupees)

No. of Opening as Given during Refunded during

Party on 01.04.09 the year the year

3 7,469,900 6,274,350 450,000

Closing as Maximun

on 31.03.10 balance

12,377,710 13,744,250

b) In our opinion, the terms and conditions on which loans have been granted to the company listed in the register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of the Company since being subsidiary companies.

c) The subsidiary company has repaid the principal amounts as stipulated and as per the mutual consent.

d) There is no overdue amount more than Rupees one lakh of aforesaid loan during the year.

e) According to the information and explanations given to us, the company has not taken any loan, secured or unsecured from companies, firms, other parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence comments on Clause No. Ill (f) and (g) of the said order does not arise.

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 with regard to purchase of inventory, fixed assets and for sale of goods and services. During the course of our previous assessment, no continuing failure to correct major weakness in internal control system had come to our notice.

v) a) On the basis of the audit procedures performed by us and according to the information, explanations and representations given to us, we are of the opinion that, the particulars of contracts or arrangements in which Directors were interested as contemplated under section 297 and sub-section (6) of section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under section 301 of the said Act, have been so entered.

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

vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of the Act and the rules framed there under. Therefore, the provisions of Clause 4(vi) of the order are not applicable to the Company.

vii) On the basis of the internal audit reports broadly reviewed by us, we are of the opinion that, the coverage of internal audit functions carried out by firms of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

viii)We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956, in respect of the Companys product to which the said rules are made applicable and are of the opinion that, prima-facie, the prescribed accounts and records have been made and maintained. We have, however not made a detailed examination of the same;

ix) (a) According to the records of the Company, it has been generally regular in depositing undisputed statutory dues including Provident Fund, Investors Educations Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Statutory Dues with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears as at 31 st March, 2010, for a period of more than six months from the date they became payable;

(c) On the basis of our examination of the documents and records, the following disputed statutory dues on account of Income Tax and Sales Tax which have not been deposited with the appropriate authorities :

Nature of the dues Amount Forum where dispute is pending

IncomeTax Rs. 31,384,356/- Commissioned (appeals)

Sales Tax Rs. 121,486,251/- Joint Commissioner of Sales Tax

x) There are no accumulated losses of the Company at the end of the financial year and it has not incurred cash losses, both, in the financial year under report and the immediately preceding financial year.

xi) On the basis of the records examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions and banks.

xii) As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of this clause are not applicable to the Company.

xiv) In our opinion and according to the information and explanation given to us, the Company has maintained proper records for its transactions of dealing or trading in shares and securities and timely entries have been made therein. The Company holds the shares, securities and other investments in its own name save and except 1,303,675 nos. of equity shares of the Company issued under the scheme of amalgamation, which are being held by J. J. Exporters Beneficiary Trust (Refer Note No. 6 of Scheduled "0").

xv) According to the information and explanations given to us and the representations made by the management, the Company has not given any guarantee for loans taken by others from any bank or financial institution.

xvi) 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.

xvii) According to the information and explanations given to us and on an overall examination of the Financial Statement of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of fund, we are of the opinion that the funds raised by the Company on short term basis have not been used for long term investment.

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) According to the information and explanation given to us during the period covered by our Audit Report, the Company has not issued any debenture.

xx) The Company has not raised any money by way of public issue during the year.

xxi) According to the information and explanations given to us and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.



For SALARPURIA JAJODIA & CO.

Chartered Accountants

Firm Registration No.30211 IE

7, Chittaranjan Avenue Anand Prakash

Kolkata-700 072 Partner

Dated : 26th day of May, 2010 Membership No. 56485