Auditor Report of Macro International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Macro International Ltd. (Formerly known as Macro (International)Exports Ltd.) ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit and Loss, 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 Board of Directors 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 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 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 the 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 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 thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) 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 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 controls 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. An audit also includes evaluating the appropriateness of 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 financial statements.

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 31 st March, 2015,

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (hereinafter referred to the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. Asrequired by section 143(3)oftheAct,wereportthat:

a. We have sought and 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 it appears from our examination of those books.

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

f. 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), 2014, in our opinion and to the best of our information and according to the explanations given to us;

The Company does not have any litigation with any authority or any body else.

i. In our opinion and as per the information and explanations provides to us, the Company has not entered into any long-term contracts including derivative contracts, requiring provision under applicable laws or accounting standards, for material foreseeable losses, and

ii. There is no amount required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

The annexure referred to in our independent Auditor'S Report to the members of the Company on the standalone financial statements for the year ended 31st march,2015, we report that:

1. In Respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us all fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

2. In Respect of its inventories:

As per the books of account and according to the information and explanation given to us by the Management, there is no inventory in the company as no commercial activity was being carried out during the year therefore reporting in sub clause (a) (b) (c) of clause 2 of the order is not applicable.

3. (a) According to the information and explanations given to us the Company has granted Unsecured loan to One other party u/s 189 of the Companies Act,2013.

(b) In our opinion and according to the information and explanations given to us the partly is regular in payment of principal and interest according to the terms and conditions of the loan given.

(c) In our opinion and according to the information and explanations given to us there are no overdues on account of loan granted by the company.

4. In our opinion and according to the information and explanations given to us, there are 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 audit, no major weakness has been noticed in the internal control system.

5. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits from the public.

6. Since the company has not done any production or processing during the year thus the provisions of Section 148 (1) of the Act is not applicable.

7. In Respect Of Statutory Dues:

(a) According to the records of the company and information & explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Service Tax, VAT and Cess and other statutory dues applicable to it with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Income Tax, Wealth Tax, Sales Tax, VAT, Customs Duty, Excise Duty, Service Tax, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanation given to us, there are no material dues outstanding of sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess, and Service Tax as applicable which have not been deposited on account of any dispute.

(C) According to the record of the company and information and explanation provided to us, there is no amount to be transferred in the Investor Education & Protection fund during the year in accordance with the relevant provisions of the Companies Act, 1956.

8. The company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current year covered by the audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, the Company does not have any borrowings from financial institutions, banks or by way of debentures.

10. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The Company has not taken any term loans during the year.

12. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaudhary Pandiya & Co. Chartered Accountants FRN 001903C

Place: Kanpur

Dated: 30-05-2015 (A.K.Pandiya) Partner Membership No. 70747

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Mar 31, 2014

We have audited the accompanying financial statements of Macro International Ltd. (Formerly known as Macro (International) Exports Ltd.) ("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 notified under the Companies Act, 1956 (the Act) read with the General circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of section 133 of Companies Act, 2013 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 but not for the purpose of expressing an opinion on the effectiveness of the company''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 profit of the company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cashflows of the company 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 Section 227(4A) 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, 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 the Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry Of Corporate Affairs in respect of section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the Directors as on 31 March 2014, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of section 274 (1)(g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON LEGAL AND OTHER REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In Respect of its Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us all fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) In our opinion, the company has not disposed off any fixed assets during the year.

2. In Respect of its inventories:

(a) The management has conducted physical verification of inventory at reasonable intervals.

(b) There is only building in the inventory therefore there is no requirement of physical verification of the same at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a) According to the information and explanations given to us the Company has granted Unsecured loan to one other party whose maximum balance at anytime during the year is Rs. 5,10,60,506.00 covered in the register maintained under section 301 of the Companies Act 1956 and the balance outstanding is Rs. 5,03,27,080.00 at the end of year.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the unsecured loan granted by the company are prima facie not prejudicial to the interest of the company.

(c) In our opinion and according to the information and explanations given to us the party is regular in payment of principal and interest according to the terms and conditions of the loan given during the year.

(d) In our opinion and according to the information and explanations given to us there is no over dues on account of loan granted by the company.

(e) According to the information and explanations given to us the company has not taken any loan, Secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of sub paragraph V, VI & VII of paragraph 4(lII) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are 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 audit, no major weakness has been noticed in the internal control system.

5. (a) According to the information and explanation provided to us, we are of the opinion that The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanation given to us, there is transaction made in pursuance of contract or arrangement with parties with whom transactions exceeding value of Rupees Five Lakhs have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits from the public. Therefore the provisions of clause (vi) of paragraph 4 of the order are not applicable to the company.

7. In our opinion the Company has an in house internal audit system commensurate with the size and nature of its business.

8. Since the company has not done any production or processing during the year thus the paragraph (VIII) of the paragraph 4 of the order not applicable.

9. In Respect Of Statutory Dues:

(a) According to the records of the company and information & explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Service Tax, and Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanation given to us, there are no dues outstanding of sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess, and Service Tax as applicable which have not been deposited on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, the Company does not have any borrowings from financial institutions, banks or by way of debentures.

12. In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies. Therefore the provisions of clause 4(xiii) of the order are not applicable to the company.

14. In respect of dealing/trading in shares, securities, debentures and other investments in mutual funds, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments in mutual funds have been held by the Company, in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company did not have any term loans during the year.

17. The Company did not have any borrowings of short term during the year.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaudhary Pandiya & Co. Chartered Accountants FRN : 001903C

Place: Kanpur Dated: 26-05-2014 (A.K. Pandiya) Partner Membership No. 70747

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Macro (International) Exports Ltd.("the company"), which comprise the Balance Sheet as at March 31, 2013, 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 principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) 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.

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 misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

our opinion and to the best of our infomlation and according to the explanations given to us,x 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 31,2013;

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

(c) In the case of the Cash Flow Statement, of the cash flows for the yearended 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 Section 227( 4A) 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, 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 the Cash Flow Statement comply with the Accounting Standards referred to in section 211 (3C) of the Act;

e. On the basis of written representations received from the Directors as on 31 March 2013, taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March, 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 INDEPENDENTAUDITORS''REPORT ANNEXURE REFERED TO IN PARAGRAH 1 UNDER THE HEADING "REPORT ON LEGAL AND OTHER REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE

1. In Respect of its Fixed Assets:

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

(b) All fixed assets have been physically verified by the management during the year. In our opinion frequency of verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) The Company has sold the substantial part of the fixed assets like, building, Plant & Machinery, electrical installation, office equipment and furniture & fixtures. According to information and explanation given to us with regard to sale of unusable and old assets. We are of the opinion that the disposal of such fixed assets has not affected the going concern status of the company.

2. In Respect of its inventories:

(a) The management has conducted physical verification of inventory at reasonable intervals.

(b) There is only building in the inventory therefore there is no requirement of physical " verification of the same at reasonable intervals.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3. (a) (I) According to the information and explanations given to us the Company has granted Unsecured loan to one other party whose maximum balance at any time during the year is Rs.4,70,55,105.00"covered in the register maintained under section 301 of the Companies Act 1956 and the balance outstanding is Rs. 4,38,15,138.00 at the end of year.

(II) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the unsecured loan granted by the company are prima facie not prejudicial to the interest of the company.

(III) In our opinion and according to the information and explanations given to us the party is regular in payment of principal and interest according to the terms and conditions of the loan given during the year.

(IV) In our opinion and according to the information and explanations given to us there is no overdues on account of loan granted by the company.

(b) According to the information and explanations given to us the company has not taken any loan, Secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of sub paragraph V, VI & VII of paragraph 4(lll) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there are 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 audit, no major weakness has been noticed in the internal control system.

5. (a) According to the information and explanation provided to us, we are of the opinion that The particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that Section.

(b) In our opinion and according to the information and explanation given to us, there is transaction made in pursuance of contract or arrangement with parties with whom transactions exceeding value of Rupees Five Lakhs have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. In our opinion and according to information and explanation given to us, the Company has not accepted any deposits from the public. Therefore the provisions of clause (vi) of paragraph 4 of the order are not applicable to the company.

7. In our opinion the Company has an in house internal audit system commensurate with the size and nature of its business.

8. Since the company has not done any production or processing during the year thus the paragraph (VIII) of the paragraph 4 of the ordernot applicable.

9. (a) According to the records of the company and information & explanation given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Service Tax, and Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable.

(b) According to the records of the Company and information and explanation given to us, there are no dues outstanding of sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess, and Service Tax as applicable which have not been deposited on account of any dispute.

10. The company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses in the current year covered by the audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, the Company does not have any borrowings from financial institutions, banks or by way of debentures.

12. In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies. Therefore the provisions of clause 4(xiii) of the order are not applicable to the company.

14. In respect of dealing/trading in shares, securities, debentures and other investments in mutual funds, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely enjtries have been made therein. The shares, securities, debentures and other investments in mutual funds have been held by the Company, in its own name.

15. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial -institutions.

16. The Company did not have any term loans during the year.

17. The Company did not have any borrowings of short term during the year.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures.

20. The Company has not raised any money through a public issue during the year.

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaudhary Pandiya & Co.

Chartered Accountants

FRN001903C

Place: Kanpur

Dated: 25.05.2013 (A.K.Pandiya)

Partner

Membership No. 70747

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Macro (International) Exports Ltd. ' As at 31st March 2012 and also the Profit and Loss Account and Cash Flow Statement of the Company for the year ended on that date as 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 ouraudit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standard 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.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of subsection (4A) of Sec.227 of the Companies Act, 1956.We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order to the extent applicable.

4. Further to our Comments in the Annexure referred to paragraph 2 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 it appears from our examination of those books.

c. The Balance sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of Accounts.

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 sub section (3C) of section 211 of the companies Act. 1956

e. On the basis of written representations received from the Directors and taken on record by the Board of Director, 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, and

f. In our opinion and to the best of our information & according to the

explanations given to us the said Accounts read together with the notes thereon give the information required under 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.

(i) In case of Balance Sheet of the state of affairs of the

Company as at 31st March 2012. (ii) In the case of the Profit & Loss Account of the Loss for the

year ended on that date. (iii) In the case of cash flow statement ,of the cash flows for the

year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE- RE: MACRO (INTERNATIONAL) EXPORTS LIMITED.

1) (a) The Company is maintaining proper records showing full particulars,

including quantitative details and situation of fixed assets.

(b) All fixed assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) The Company has disposed off one of the fixed asset during the year and has converted major part of building into inventory.

2) (a) The management has conducted physical verification of inventory at

reasonable intervals.

(b) There is only building in the inventory therefore there is no requirement of physical verification.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

3) (a) (I) According to the information and explanations given to us the Company has

granted Unsecured loan to one other party whose maximum balance at any time during the year is Rs.3,83,05,105.00 covered in the register maintained under section 301 of the Companies Act 1956 and the balance outstanding is Rs. 3,83,05,105.00 at the end of year.

(II) The term and conditions of the unsecured loan granted by the company are - prima facie not prejudicial to the interest of the company.

(III) In our opinion and according to the information and explanations given to us the party is regular in payment of principal and interest according to the terms and conditions of the loan given during the year.

(IV) In our opinion and according to the information and explanations given to us there is no dues on account of loan granted by the company.

(b) According to the information and explanations given to us the company has not taken any loan, Secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of sub paragraph V,VI & VII of paragraph 4(lll)of the order are not applicable.

4) In our opinion and according to the information and explanations given to us, there are 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 audit, no major weakness has been noticed in the internal controls.

5) (a) Based on the audit procedures applied by us and according to the

information and explanation provided by the management, we are of the opinion that there is transaction made in pursuance of contract or arrangement that are entered into the register maintained under section 301,of the Companies Act, 1956. (b) In our opinion and according to the information and explanation given to us, there is transaction made in pursuance of contract or arrangement with parties with whom transactions exceeding value of Rupees Five Lakhs have been entered into during the financial year are at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6) In our opinion and according to information and explanation given to us, the Company has not accepted any deposits from the public during the year.

7) In our opinion the Company has an in house internal audit system commensurate with the size and nature of its business.

8) Since the company has not done any production or processing during the year thus the paragraph (VIII) of the paragraph 4 of the order not applicable.

9) (a) According to the records of the company and information & explanation

given to us, the Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Service Tax, and Cess and other statutory dues applicable to it with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty, Service Tax, and Cess were outstanding, at the year end for a period of more than six months from the date they became payable. (b) According to the records of the Company and information and explanation given to us, there are no dues outstanding of sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Cess, and Service Tax as applicable which have not been deposited on account of any dispute.

10) The Company has incurred cash losses in the current year but there was cash profits in the immediately preceding financial year.

11) Based on our audit procedures and on the information and explanations given by the management, the Company does not have any borrowings from financial institutions, banks or by way of debentures.

Compiled by : Dion Global Solutions Limited

12) In our opinion and according to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13) In our opinion and according to the information and explanations given to us, the nature of activities of the Company does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund/societies.

14) In respect of dealing/trading in shares, securities, debentures and other investments in mutual funds, in our opinion and according to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. The shares, securities, debentures and other investments in mutual funds have been held by the Company, in its own name.

15) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

16) The Company did not have any term loans during the year.

17) TheCompanydidnothaveanyborrowingsofshorttermduringtheyear.

18) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19) The Company has not issued any debentures.

20) The Company has not raised any money through a public issue during the year.

21) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.

For Chaudhary Pandiya & co. Chartered Accountants

FRN 001903C

Place: Kanpur

Dated: 30.05.2012

(A. K. Pandiya)

Partner

Membership No. 70747