Auditor Report of Kovalam Investment and Trading Co. Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of M/s Kovalam Investment and Trading Company Limited, Ludhiana ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that 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 judgement, including the assessment of the risks, 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, we 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 confirmity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affiars of the Company as at March 31, 2014;

(b) in the case of the Profit and Loss Account, of the profit/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 section 227(3) of the Act, we report that:

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

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of section 233 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.

(Referred to in paragraph (1) UNDER THE HEADING OF "Reporting on Other Legal and Regulatory Requirements" of our report of even date]

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

b) According to the information and explanation given to us, the Company had only Land & Building as its fixed assets the same were physically verified by the management during the year.

c) During the year, the company has disposed off all its fixed assets and the going concern status of the company is not affected as the company is primarily in investment business.

(ii) The Company does not have any inventories. Hence Clauses 4(11) (a), (b) and (c) are not applicable to the Company.

(iii) a) The Company has granted loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.8, 16, 02,460 and yearend balance is Rs.8, 16, 02,460/-.

b) in our opinion, the rate of interest and other terms & conditions on which the loans have been granted are not prima-facie prejudicial to the interest of the Company.

c) The Loans granted are receivable on demand.

d) There is no overdue amount.

e) The Company has not taken any loans from the parties covered in the registered maintained u/s 301 of the Companies Act, 1956. Accordingly, the clauses 4(iii) (f) & (g) are not applicable to the Company.

(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 nature of its business. During the course of our audit, we have not observed any major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

b) In our opinion and according to the information and explanations given to us, no transactions have been made in pursuance of such contracts or arrangements during the year.

(vi) The company has not accepted any deposits from public. Hence, the clause 4(vi) of the Order is not applicable to the company.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956. Hence clause 4(viii) of the Order is not applicable.

(ix) a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service-tax, custom duty, excise duty, cess and other material statutory dues applicable to the company, if any, have been regularly deposited with appropriate authorities.

According to the information and explanations given to us, undisputed amounts payable in respect of above dues were not in arrears, as at 31st March, 2014 for a period of more than six months from the date they become payable.

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

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The Company has not borrowed any money from banks or financial institutions. Hence Clause 4(xi) is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of dealing/investments in shares, in our opinion and according to the information and explanations given to us, proper records have been maintained of the investments and timely entries have been made therein.The shares and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loans and hence not applicable.

(xvii) The Company has not raised any funds on short term basis. Accordingly, Clause 4(xvii) is not applicable to the Company.

(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 Companies Act, 1956. Hence clause 4(xviii) of the Order is not applicable.

(xix) The company has not issued debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For GUPTA VIGG & CO. Chartered Accountants Firm Regn.No.001393N

Sd/- (CA.VINOD KUMAR MAMA) PARTNER M.N0.81585

Dated: 30.05.2014

Place: LUDHIANA.

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Kovalam Investment And Trading Company Limited, Ludhiana ("the Company"), which comprise the Balance Sheet as at March 31, 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 explantory 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 maintenance of internal control relevant to the preparation and fair presentation of the financial statements that 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 judgement, 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, we 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 confirmity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affiars of the Company as at March 31, 2013;

(b) in the case of the Profit and Loss Account, of the profit/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 section 227(3) of the Act, we report that:

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

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

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

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

e. On the basis of 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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

[Referred to in paragraph (1) UNDER THE HEADING OF "Reporting on Other Legal and Regulatory Requirements" of our report of even date}

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

b) According to the information and explanation given to us, the Company has only Land & Building as its fixed assets the same are physically verified by the management at the year end.

c) In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) The Company does not have any inventories. Hence Clauses 4(ii) (a), (b) and (c) are not applicable to the Company.

(iii) a) The Company has granted loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.6,84,35,652 and year end balance is Rs.5,30,13,235/-.

b) In our opinion, the rate of interest and other terms & conditions on which the loans have been granted are not prima-facie prejudicial to the interest of the Company.

c) The Loans granted are receivable on demand.

d) There is no overdue amount.

e) The Company has not taken any loans from the parties covered in the registered maintained u/s 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (f) & (g) are not applicable to the Company.

(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 nature of its business. During the course of our audit, we have not observed any major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

b) In our opinion and according to the information and explanations given to us, no transactions have been made made in pursuance of such contracts or arrangements during the year.

(vi) The company has not accepted any deposits from public. Hence, the clause 4(vi) of the Order is not applicable to the company.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956. Hence clause 4(viii) of the Order is not applicable.

(ix) a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service-tax, custom duty, excise duty, cess and other material statutory dues applicable to the company, if any, have been regularly deposited with appropriate authorities.

According to the information and explanations given to us, undisputed amounts payable in respect of above dues were not in arrears, as at 31st March, 2013 for a period of more than six months from the date they become payable.

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

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The Company has not borrowed any money from banks or financial institutions. Hence Clause 4(xi) is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of dealing/investments in shares, in our opinion and according to the information and explanations given to us, proper records have been maintained of the investments and timely entries have been made therein.The shares and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loans and hence not applicable.

(xvii) The Company has not raised any funds on short term basis. Accordingly, Clause 4(xvii) is not applicable to the Company.

(xviii) The company has not made any preferential allotment of shaires to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause 4(xviii) of the Order is not applicable.

(xix) The company has not issued debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditors'' Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.



For GUPTA VIGG & CO.

Chartered Accountants

Firm Regn.No. 00139 3N



Dated: 11.05.2013

Place: LUDHIANA. (CA. VI NOD KUMAR KHANNA)

Partner

M.No.81585

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/s Kovalam Investment & Trading Company Limited, Ludhiana as at 31st March, 2012 and the Statement of Profit & Loss and also 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.

As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 (together the 'Order'), issued by the Central Government of India in terms of Section 227(4A) of the Act, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

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

(ii) In our opinion, proper books of 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, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

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

(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 reportthat 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, there is no adverse effect on the functioning of the Company.

(vii)In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Accounting Policies & Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :-

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

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

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

(i) a) The Company has maintained proper records showing full particular including quantitative details and situation of the fixed assets. b) According to the information and explanation given to us, the Company has only Land & Building as its fixed assets the same are physically verified by the management at the year end.

c) In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) The Company does not have any inventories. Hence Clauses 4 (ii) (a), (b) and (c) are not applicable to the Company.

(iii) a) The Company has granted loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.6,84,35,652 and year end balance is Rs.6,84,35,6527-.

b) In our opinion, the rate of interest and other terms & conditions on which the loans have been granted are not prima-facie prejudicial to the interest of the Company.

c) The Loans granted are receivable on demand.

d) There is no overdue amount.

e) The Company has not taken any loans from the parties covered in the registered maintained u/s 301 of the Companies Act, 1956. Accordingly, the clauses 4 (iii) (f) & (g) are not applicable to the Company.

(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 nature of its business. During the course of our audit, we have not observed any major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

b) In our opinion and according to the information and explanations given to us, no transactions have been made made in pursuance of such contracts or arrangements during the year.

(vi) The company has not accepted any deposits from public. Hence, the clause 4(vi) of the Order is not applicable to the company.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956. Hence clause 4(viii) of the Order is not applicable.

(ix) a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees' state insurance, income tax, sales tax, wealth tax, service-tax, custom duty, excise duty, cess and other material statutory dues applicable to the company, if any, have been regularly deposited with appropriate authorities. According to the information and explanations given to us, undisputed amounts payable in respect of above dues were not in arrears, as at 31st March, 2012 for a period of more than six months from the date they become payable.

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

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The Company has not borrowed any money from banks institutions. Hence Clause 4(xi) is not applicable. or financial

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of dealing/investments in shares, in our opinion and according to the information and explanations given to us, proper records have been maintained of the investments and timely entries have been made therein.The shares and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loans and hence not applicable.

(xvii) The Company has not raised any funds on short term basis. Accordingly, Clause 4(xvii) is not applicable to the Company.

(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 Companies Act, 1956. Hence clause 4(xviii) of the Order is not applicable.

(xix) The company has not issued debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For GUPTA VIGG & CO.

Chartered Accountants

Firm Regn No 001393N

Dated: 31.08.2012 (CA.VINOD KUMAR KHANNA)

partner

Place: LUDHIANA. M.No. 81585

---

Mar 31, 2011

We have audited the attached Balance Sheet of n/s Kovalam Investment &. The a cling Company Limited, Luoniana as at 3ist March, 2011 and Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the . responsibility by 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. «n 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.

As required by the Companies (Auditors'' Report.) Order, 2003, as amended by the Companies (Auditor s Report.) (Amendment) Order, 2004 (together the "Order1'), issued by 'the Central Government of India in terms of Section 227(4A) of the Act, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said under to the extent applicable to the Company.

further to our comments in. the annexure referred to above, we report that :-

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

(ii) In our opinion, proper books of account as required by law have been Kept by the Company so tar as appears from our examination of those books. (iii) The Balance Sheet, Profit & 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 & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 2ii of the Companies Act, 1956 to the extent applicable.

(v) On the basis of written representations received from the Directors as on 31st March, 20ii and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 3ist March, 2011 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, mere is no adverse effect on the functioning of the Company.

(vii) In our opinion and to the best of our information and according to the explanations given to the said accounts read together with the Notes on accounts as per give the information required by rage companies Act, 1956 In the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 3ist March, 2011;

(b) in the case of the Profit & Loss Account, of the profit/loss for the year ended oh that date; and

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

ANNEXURE TO AUDITORS" REPORT

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

b) According to the information and explanation given to us, the Company has only Land & Building as its fixed assets the same are physically verified by the management at the year end.

c) In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

ii)The Company does not have any inventories. .Hence Clauses 4{ii){a),{b) and (.are not applicable to the Company.

(iii) The Company has granted loan to one party covered in the register maintained u/s 30i of the Companies Act, 1956. The maximum amount outstanding during the year was Rs.4,34,88,642 and year end. balance is Rs.4,34,88f642/.

b) In our opinion, the rate of interest and other terms & conditions on which the loans have been granted are not prima-facie prejudicial to the interest of the Company.

c) The Loans granted are receivable on demand.

d) There is no overdue amount.

e) The Company has not taken any loans from the parties covered in the registered maintained u/s 30i of the Companies Act, 1956. Accordingly, the clauses 4(iii) (f) & (g) are not applicable to the Company.

(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 nature of its business. During the course of our audit, we have not observed any major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section; and

b) In our opinion and according to the information and explanations given to us, no transactions have been made made in pursuance of such contracts or arrangements during the year.

(vi) The company has not accepted any deposits from public. Hence, the clause 4 (vi) of the Order is not applicable to the company.

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

(vii)The maintenance of cost records has not been prescribed by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956. Hence clause 4(VIII) of the Order is not app1icab1e .

ix a) According to the records of the company, undisputed statutory dues incurring provident fund, investor education and. protection fund, employees 'state insurance, income tax, sales tax, wealth tax, service-rack, custom duty, excise duty, cess and other material) statutory clues applicable to the company, if any, have been regularly deposited with appropriate authorities.

According to the information and explanations given to us, undisputed amounts payable in respect of above dues were not in arrears, as at 31st March/ 2.0li for a period of more than six months from the date they become payable.

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

(x) The company does not have any accumulated, losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The Company has not borrowed any money from banks or financial institutions. Hence Clause 4(xi) is not applicable,

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis to security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xiii of the Companies (Auditors" Report) Order, 2003 are not applicable to the company.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. therefore, the provisions of clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xiv) In respect of dealing/investments in shares, in our opinion and according to the information and explanations given to us, proper records have been maintained of the investments and timely entries have been made there in. The shares and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loans and hence not applicable.

(xvii) The Company has not raised any funds on short term basis. Accordingly, Clause 4(xvi) is not applicable to the Company.

(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 Companies- Act, 1956. Hence clause 4(xviii) of the Order is not applicable.

(xix) The company has not issued debentures during the year. Therefore, the provisions of clause 4(xix) to the Companies (Auditors* Report) Order, 2003 are not applicable to the company.

{xx) The company has, not raised money by way of public issue during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditors' Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For GUPTA VI6G & CO.

Chartered Accounta

Firm Regn.No. 001393

Dated: 22.06,2011

Place: LUDHIANA. (VINOO KHANNA)

M. NO .81535

PARTNER

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s Kovaiam Investment & Trading Company Limited, Ludhiana as at 31st March, 2010 and Profit & Loss Account and also Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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.

As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report) (Amendment) Order, 2004 (together the Order), issued by the Central Government of India in terms of Section 227(4A) of the Act, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the Company.

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

(i) We have obtained ail the information and explanations which to the best of our Knowledge and beiief were necessary for the purpose of our audit.

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

(iii)The Balance Sheet, Profit & 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 & Loss Account and Cash Flow

Statement dealt with by this report comply with the mandatory accounting standards referred to in sub-section (3C) of Section 2ii of the Companies Act, 1956 to the extent applicable.

(v) On the basis of written representations received from the Directors as on 3ist March, 2010 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

(vi) In our opinion, there is no adverse effect on the functioning of the Company.

(vii)In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Notes on Accounts as per Schedule - IX give the information required by the Companies Act. 1956.in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :•

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 3ist March, 2010;

b) in the case of the Profit & Loss Account, of the profit/loss for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT [Referred to in paragraph (3) thereof]

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

b) According to the information and explanation given to us., the Company has only Land & Building as its fixed assets the same are physically verified by the management at the year end.

c) In our opinion, the company has not disposed off substantial part of its fixed assets during the year and the going concern status of the company is not affected.

(ii) The Company does not have any inventories. Hence Clauses 4(ii)(a),(b) and (c) are not applicable to the Company.

(iii) a) The Company has granted loan to one party covered in the register maintained u/s 301 of the Companies Act, 1956. The maximum amount outstanding during the year, was Rs.2,57,44,183 and year end balance is Rs.2,57,44,183/-.

b) in our opinion, the rate of interest and other terms & conditions on which the ioans have been granted are not prima-facie prejudicial to the interest of the Company.

c) The Loans granted are receivable on demand.

d) There is no overdue amount.

e) The Company has not taken any loans from the parties covered in the registered maintained u/s 301 of the Companies Act, 1956. Accordingly, the clauses 4(iii)(f) & (g) are not applicable to the Company.

(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 nature of its business. During the course of our audit, we have not observed any major weaknesses in internal control.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been Centered in the register required to be maintained under that section; and

b) In our opinion and according to the information and explanations given to us, no transactions have been made made in pursuance of such contracts or arrangements during the year.

(vi) The company has not accepted any deposits from public. Hence, the clause 4(vi) of the Order is not applicable to the company.

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

(viii) The maintenance of cost records has not been prescribed by the Central Government for the maintenance of cost records under section 209(1)(d) of the Companies Act, i956. Hence clause 4(viii) of the Order is not applicable.

(ix) a) According to the records of the company, undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service-tax, custom duty, excise duty, cess and other material statutory dues applicable to the company, if any, have been regularly: deposited with appropriate authorities.

According to the information and explanations given to us, undisputed amounts payable in respect of above dues were not in arrears, as at 3ist March, 2010 for a period of more than six months from the date they become payable.

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

(x) The company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the financial year immediately preceding such financial year.

(xi) The Company has not borrowed any money from banks or financial institutions. Hence Clause 4(xi) is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of clause 4(xii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiii) The company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xiv) In respect of deaiing/investments in shares, in our opinion and according to the information and explanations given to us, proper records have been maintained of the investments and timely entries have been made there in.The shares and other investments have been held by the company in its own name.

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

(xvi) The Company has not taken any term loans ana hence not applicable.

(xvii) The Company has not raised any funds on short term basis. Accordingly, Clause 4(xvii) is not applicable to the Company.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 30i of the Companies Act, 1956. Hence clause 4(xviii) of the Order is not applicable.

(xix) The company has not issued debentures during the year. Therefore, the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(XX) The company has not raised money by way of public issue during the during the year. Therefore, the provisions of clause 4(xx) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For GUPTA VIGG & CO.

Chartered Accountants Firm Regn.No.001393N

Dated: 31.07.2010 Place: LUDHIANA.

(VINOD KHANNA) Partner M.No. 81585