Auditor Report of Kshitij Investment Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of KSHITIJ INVESTMENTS LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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

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 Section 211(3C) of the Companies Act, 1956 read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs, and in accordance with the accounting principles generally accepted in India. 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.

Auditors'' 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, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("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 Section 211(3C) of the Companies Act, 1956 read with General Circular 8/2014 dated 4 April 2014 issued by the Ministry of Corporate Affairs;

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 Section 274(1)(g) of the Companies Act, 1956.

1. As the company has no fixed assets, the reporting requirement has to physical verification, disposal, etc. under the said order are not applicable for the year 2014;

2. As the company has no inventory neither this year nor preceding year, the provision of the order in this regard does not apply.

3. a) As informed to us the Company has not taken any Loans from any parties covered under the sec. 301 of the Companies Act. 1956 and accordingly, paragraph (iii) (e) to (g) of the order are not applicable.

b) The Company has not granted any Loans, Secured or Un-secured to any Companies, Firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraphs 4(iii) (a) to (d) of the order are not applicable.

4. In our opinion there is an adequate internal control procedure commensurate with the size of the Company and the nature of its business. For the purchase of goods, investments and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

5. According to information and explanations provided by the management, there have been no contracts or arrangements during the period that need to be entered into the registered maintained under section of the Act. So that the paragraph (v) (a) & (b) of the order are not applicable.

6. According to the information given to us, the company has in- house Internal Audit system commensurate with the size and nature of its business however so far no outside internal auditor has been appointed as amended by Section 138 of the Companies Act 2013.

7. In our opinion and to the information and explanations given to us, the Company has not accepted any Deposit from the public during the year within the meaning of the provisions of section 58A and section 58AA of the Act and rules framed thereunder.

8. Maintenance of Cost records has not been prescribed by the Central Government to the Company under Clause (d) of sub section (1) of section 209 of the Act.

9. a) According to the records of the company, the Company is regular in depositing with the appropriate Authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise Duty, Cess and any other statutory dues as applicable to it.

b) According to the information and explanations given to us, no undisputed amount payable in respect of Sales-Tax/Income Tax/ Custom Duty/ Wealth Tax/ Service Tax/ Excise Duty/ Cess/ were outstanding as at 31.03.2014 for a period of more than 6 months from the date they become payable.

10. The Company has incurred Cash losses during the year and also in the immediately preceding . financial year.

11. Based on our Audit procedures and as per the information''s and explanations given to Management, The Company has not defaulted in repayment of dues to financial institution, banks and debenture holders.

12. According to the records of the Company and according to the information and Explanation 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.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/ societies are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, Debentures and other Investments. Accordingly, the provision of Clause 4(xiv) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

15. The company has not given any guarantee for Loans taken by others from bank or other Financial Institutions.

16. The Company has not obtained any Term Loan during the year.

17. The Company has not raised any funds on short term basis or long term basis during the year.

18. 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.

19. The Company has not issued any Debentures during the year.

20. The Company has not raised any money by public issues during the year.

21. Based upon the Audit procedure performed for the purpose of reporting the true and fair view of the Statement and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our Audit.

For M. P. Shah & Co. Chartered Accountants

(M. P. SHAH) 135/A, Biplabi Rash Behari Basu Road, Partner. Kolkata – 700 001. M. No. 02443 F.R.N. No - 302047E Dated: 28th May, 2014

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Mar 31, 2010

We have audited the annexed Balance Sheet of KSHITIJ INVESTMENTS LIMITED as at 31st March 2010 and also the annexed Profit & Loss Account of the company for the year ended on that date annexed thereto. These financial statements are 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 (a) examining, on a test basis, evidence to support the financial statement amounts and disclosures in the financial statements (b) assessing the accounting principles used in the preparation of financial statements (c)assessing significant estimates made by the management in the preparation of the financial statements and (d) evaluating 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 issued by the Central Government of India in terms of subsection (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

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

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

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

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

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with accounting policies and notes appearing in the schedule 14, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view in conformity with the accounting principles generally accepted in India;

i) in the case of the Balance Sheet , of the state of affairs of the Company as at 31st March 2010;

ii) in the case of the Profit & Loss Account, of the Loss of the Company for the Year ended on that date.; and

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

Annexure to the Auditors Report Referred to in paragraph 3 of our report of even date

Re : KSHITIJ INVESTMENTS LIMITED

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

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

(c) In our opinion and according to the information and explanation given to us, there is no substantial disposal of Fixed Assets during the year.

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

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

(c) The company is maintaining proper records of the inventory. As informed, no material discrepancies were noticed on such physical verification.

(iii) (a) As informed to us, the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraph 4(iii)(a) to (d) of the Order are not applicable.

(b) As informed to us, the Company has not taken any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Act and accordingly, paragraph 4(iii)(e) to (g) of the Order are not applicable.

(iv) In our opinion there is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of goods, investments and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control procedures.

(v) According to information and explanations provided by the management, there have been no contracts or arrangements during the period that need to be entered into the register maintained under section 301 of the Act. So that the paragraph (v)(a) & (b) of the order are not applicable.

(vi) The Company has not accepted any deposit from the Public during the year within the meaning of the provisions of section 58A & section 58AA of the Act and rules framed thereunder.

(vii) According to information given to us, the Company has no Internal Audit System commensurate with the size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government to the Company under clause (d) of sub-section (1) of section 209 of the Act.

(ix) (a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-tax, Sales-tax, Wealth-tax, Service tax, Custom Duty, Excise Duty, Cess and any other statutory dues as applicable to it.

(b) According to the information and explanations given to us, no undisputed amount payable in respect of Sales - tax/Income-tax/Custom Duty/Wealth-tax/Service tax/Excise Duty/Cess were outstanding as at 31.03.2010 for a period of more than 6 months from the date they become payable.

Name Amount Period to of Nature of Dues (Rs. in lacs) which the Forum where dispute is pending Statute amount relates

Vat ACT- Ex-Party Assessment due Appeal before Sr. Jt. Commissioner 2003 & Interest. 408.13 2006-2007 of Commercial Taxes, Behala, W. B.



(c) According to the records of the Company, the dues outstanding in respect of income-tax, sales-tax, customs duty, wealth-tax, service-tax, excise-tax, cess, etc. on account of any dispute, are as follows :

(x) The Company has no accumulated losses at the end of the financial year. The Company has incurred Cash losses during the financial year covered under our audit. The company has incurred cash losses in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given to Management, the company has not defaulted in repayment of dues to financial institution, banks and debenture holders.

(xii) According to records of the Company 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.

(xiii) The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/societies are not applicable to the Company.

(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the companies (Auditors report) order, 2003 are not applicable to the company.

(xv) The Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) The Company has not obtained any term loans during the year.

(xvii) The Company has not raised any funds on short-term basis or on long-term-basis during the year.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

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

(xx) The Company has not raised any money by public issues during the year.

(xxi) Based upon the audit procedure performed for the purpose of reporting the true and fair view of the statement and as per the information and explanations given by the management, be report that no fraud on or by the company has been noticed or reported during the course of our audit.



For M.P. SHAH & CO.

Chartered Accountant

Place : Kolkata

(M.P. SHAH)

Dated : 20.05.2010

Partner

M.No.2443 10