Auditor Report of Mahavir Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Mahavir Industries Limited(Formerly known as Croitre Industries Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year then ended, Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statement

The management and Board of Directors of the Company are responsible for the matters stated in Section 134 (5) of the Companies Act,2013 ("the Act") with respect to 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 specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules,2014. This responsibility includes the 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; design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken in to account the provisions of the Act, the accounting and auditing standards and matters which required to be included in the audit report under the provisions of the Act and Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and 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, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of 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.

4. 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

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

5. Emphasis of Matter None

6. Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 booksc) the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) Except as stated in point no. 5 above, if any, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting (Accounts) Rule,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) in our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014;

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the investor Education and Provident Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 6 of our Report of even date to the members of Mahavir Industries Limited on the accounts of the Company for the year ended March 31, 2015

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

i. The Company does not have Fixed Assets hence this clause of the Order is not applicable to the Company.

a) In respect of inventories:

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

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

b) According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013 (the 'Act').

c) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed or reported.

d) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act,2013.

e) As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act.

f)

a. According to the information and explanations given to us and based on the records of the company examined by us, the Company is regular in depositing the undisputed statutory dues including provident fund, Employees' State Insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities in India.

b. According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of income-tax, wealth-tax, service-tax, sales-tax, customs duty and excise duty which have not been deposited on account of any dispute.

g) There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

h) The company has accumulated losses at the end of the financial year, which is not less than 50% of its net worth. The Company has not incurred Cash loss during the current year.

i) According to the records of the company examined by us and as per the information and explanations given to us, the Company has not taken any loans from financial institutions or banks and has not issued debentures.

j) In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

k) In our opinion, and according to the information and explanations given to us, the Company has not taken any the term loans during the year.

l) During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the period covered by our audit nor have been informed of any such instance by the management.

For SOLANKI & ASSOCIATES CHARTERED ACCOUNTANTS

D.J.SOLANKI (PROPRIETOR) MEMBERSHIP NO. 043434 PLACE: Mumbai FR No. 110332W DATE: 30/05/2015

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Mar 31, 2014

We have audited the accompanying financial statements of Mahavir Industries Limited (Formerly known as Croitre Industries Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the year then ended, Cash Flow Statement and a summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statement

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditor ''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

4. 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:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

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

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

5. Emphasis of Matter None

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

d) Except as stated in point no. 5 above, if any, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

Annexure to the auditors'' report of even date to the members of Mahavir Industries Limited on the financial statements for the year ended March 31, 2014

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

(i) The Company does not have Fixed Assets hence clause 4(i) of the Order is not applicable to the Company.

(ii) In respect of inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

(iii) (a) According to the information and explanations given to us and on the basis of our examination of the books of account 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 Companies Act 1956 (the ''Act''). Accordingly, the provisions of clauses 4(iii)(b), 4(iii)(c) and 4(iii)(d) of the Order are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not received interest free unsecured loans, from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956 (the ''Act'').

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system. In our opinion, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in Section 301 that needed to be entered in the register have been so entered.

(b) As per information & explanations given to us and in our opinion, the transactions made in pursuance of contracts or arrangements referred to in section 301 of the Act are, in our opinion, at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi)The Company has not accepted any deposits from the public. Accordingly, the provisions of clause 4(vi) of the Order are not applicable to the Company.

(vii)The Company has no formal internal audit system due to size and nature of its business and proper internal control exist in the company.

(viii)According to the books & records examined by us and according to the information and explanations given to us by the management & to the best of our knowledge, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Act for the products of the Company. Accordingly, the provisions of clause 4(viii) of the Order are not applicable to the company.

(ix) (a) According to the records of the company, Undisputed statutory dues including provident fund, investor education and protection fund, or employees'' state insurance, income-tax, sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess have generally been regularly deposited with the appropriate authorities. No undisputed amounts payable in respect of income-tax, wealth-tax, service-tax, sales-tax, customs duty and excise duty were outstanding, at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us , there are no amounts in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) The company has accumulated losses at the end of the financial year, which is not less than 50% of its net worth. Further the Company has incurred Cash losses during the current year.

(xi) Based on our audit procedures and on the information and explanations given by the management the Company has not defaulted in repayment of dues to banks. The Company has not taken any loans from financial institutions or debenture-holders.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiii)The Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable to the Company.

(xiv) The Company has not dealt in or trading in shares, securities, debentures and other investments during the Financial Year under Audit and therefore clause 4(xiv) of the Order is not applicable to the Company.

(xv)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. Accordingly, the provisions of clause 4(xv) of the Order are not applicable to the Company.

(xvi) Based on our audit procedures and on the information given by the management, we report that the Company has not taken any the term loans accordingly; the provisions of clause 4(xvi) of the Order are not applicable to the Company.

(xvii)Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment (excludes permanent working capital).

(xviii)Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable to the Company.

(xix) The Company did not have any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable to the Company.

(xx)The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable to the Company.

(xxi)Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Nitin Mittal & Co Chartered Accountants

Anand Kumar Sharma Partner Membership No. 412911 Place: New Delhi FR No. 017642N Date: 15/05/2014

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Mar 31, 2012

We have audited the attached balance sheet of Croitre Industries Limited as at March 31, 2012 and also the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date are 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 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 Manufacturing and other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order-

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

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

2. In our opinion, proper books of account as required by the Companies Act, 1956 (as amended) have been kept by the company so far as appears from our examinations of those books, and

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement are in agreement with books of account and comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

4. On the basis of the written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 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

5. In our opinion and to the best of our information and according to the explanations given to us, the annexed accounts read with the notes in Schedule 5 give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view-

a. In case of the balance sheet, of the state of affairs of the company as at March 31, 2012 and

b. In the case of the profit & loss account, of the loss of the company for the year ended on that date.

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

ANNEXURE TO THE AUDIT REPORT

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets were physically verified by the management at reasonable intervals. No discrepancies were noticed.

2. None of the fixed assets have been revalued during the financial year.

3. The stocks have been physically verified by the management at reasonable intervals.

4. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

5. In our opinion and on the basis of our examination, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as the preceding accounting year.

6. The Company has not taken any loans, secured or unsecured from the companies, firms or other parties listed in register maintained u/s. 301 of the Companies Act, 1956 or from companies under the same management as defined u/s. 80(1-B) of the Companies Act, 1956.

7. The parties to whom loans and advances in the nature of loans have been given by the Company are repaying the principle amounts as stipulated and are also regular in payment of interest where applicable other than the loan given to the subsidiary company and interest thereon.

8. The Company has not given any loans and other advances.

9. 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 stores, raw materials including components, plant and machinery equipment and other assets and for the sale of goods.

10. There are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956.

11. Unserviceable or damaged stores, raw materials or finished goods are determined and a provision for the loss has been made in the accounts.

12. In respect of deposits accepted by the company from the public, directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed there under, where applicable have been complied.

13. The Company is maintaining reasonable records for the sale and disposal of realizable scraps. There are no by-products resulting from the manufacturing process of the company.

14. The Company has an internal audit system commensurate with its size and nature of its business.

15. The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

16. The Company is not covered under ESI Act and EPF Act.

17. The Company has accumulated losses more than 50% of its Net worth as on 31, March 2012. The company has incurred cash losses during the year ended March 31, 2012 and incurred the immediately previous year.

18. No disputes amounts payable in respect of Income Tax, Wealth-tax, Sales Tax, Custom Duty and Excise Duty as at March 31, 2012 for a period of more than six month from the date they became payable.

19. No personal expenses of employees or directors have been charged to the revenue accounts other than those payable under contractual obligation in accordance with generally accepted business practice.

20. The company is not an industrial company within the meaning of clause (o) of sub-section (1) of section 3 of the sick industrial companies (special provisions) act, 1685.

FOR MACHJIRAJU & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REGN NO: 010791S

M RAMESH

Partner

Membership No. 212876

Place: Hyderabad

Date: 06/09/2012

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Mar 31, 2011

We have audited the attached balance sheet of Croitre Industries Limited as at March 31, 2011 and also the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date are 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 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 Manufacturing and other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order- Further to our comments in the annexure referred to the above, we report that-

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

2. In our opinion, proper books of account as required by the Companies Act, 1956 (as amended) have been kept by the company so far as appears from our examinations of those books, and

3. The Balance Sheet, Profit & Loss Account and Cash FLow Statement are in agreement with books of account and comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

4. On the basis of the written representations received from the directors as on March 31, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956, and

5. In our opinion and to the best of our information and according to the explanations given to us, the annexed accounts read with the notes in Schedule 5 give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view-

a. in case of the balance sheet, of the state of affairs of the company as at March 31, 2011 and

b. in the case of the profit & loss account, of the loss of the company for the year ended on that date.

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

Annexure to the Audit Report

i. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets were physically verified by the management at reasonable intervals. No discrepancies were noticed.

ii. None of the fixed assets have been revalued during the financial year.

iii. The stocks have been physically verified by the management at reasonable intervals.

iv. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

v. In our opinion and on the basis of our examination, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as the preceding accounting year.

vi. The Company has not taken any loans, secured or unsecured from the companies, firms or other parties listed in register maintained u/s. 301 of the Companies Act, 1956 or from companies under the same management as defined u/s. 80(1-B) of the Companies Act, 1956.

vii. The parties to whom loans and advances in the nature of loans have been given by the Company are repaying the principle amounts as stipulated and are also regular in payment of interest where applicable other than the loan given to the subsidiary company and interest thereon.

viii. The Company has not given any loans and other advances.

ix. 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 stores, raw materials including components, plant and machinery equipment and other assets and for the sale of goods.

x. There are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956.

xi. Unserviceable or damaged stores, raw materials or finished goods are determined and provision for the loss has been made in the accounts.

xii. In respect of deposits accepted by the company from the public, directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder, where applicable have been complied.

xiii. The Company is maintaining reasonable records for the sale and disposal of realizable scraps. There are no by- products resulting from the manufacturing process of the company.

xiv. The Company has an internal audit system commensurate with its size and nature of its business.

xv. The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

xvi. The Company is not covered under ESI Act and EPF Act.

xvii. The company has accumulated losses more than 50% of its Net worth as on March 31, 2011. The company has incurred cash losses during the year ended March 31, 2011 and in the immediately previous year.

xviii. No disputed amounts payable in respect of Income-tax, Wealth-tax, Sales-tax, Customs Duty and Excise Duty as at March 31, 2011 for a period of more than six months from the date they became payable.

xix. No personal expenses of employees or directors have been charged to the revenue accounts other than those payable under contractual obligation in accordance with generally accepted business practice.

xx. The company is not an industrial company within the meaning of clause (o) of sub-section (1) of section 3 of the sick industrial companies (special provisions) act, 1985.

For MACHIRAJU & ASSOCIATES Chartered Accountants Firm Regn NO. 010791S

Sd/- M RAMESH Partner

Membership No. 212876 Hyderabad, September 05, 2011

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Mar 31, 2010

We have audited the attached balance sheet of Sai Wires India Limited as at March 31, 2010 and also the Profit and Loss Account for the year ended on that date and the Cash Flow Statement for the year ended on that date are 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 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 Manufacturing and other Companies (Auditors Report) Order, 1988, issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in the paragraphs 4 and 5 of the said order-Further to our comments in the annexure referred to the above, we report that-1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. In our opinion, proper books of account as required by the Companies Act, 1956 (as amended) have been kept by the company so far as appears from our examinations of those books, and

3. The Balance Sheet, Profit & Loss Account and Cash FLow Statement are in agreement with books of account and comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

5. In our opinion and to the best of our information and according to the explanations given to us, the annexed accounts read with the notes in Schedule 5 give the information required by the Companies Act, 1956 (as amended) in the manner so required and give a true and fair view-

a. in case of the balance sheet, of the state of affairs of the company as at March 31, 2010 and

b.in the case of the profit & loss account, of the loss of the company for the year ended on that date.

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

Annexure to the Audit Report

i. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. The fixed assets were physically verified by the management at reasonable intervals. No discrepancies were noticed.

ii. None of the fixed assets have been revalued during the financial year.

iii. The stocks have been physically verified by the management at reasonable intervals.

iv. The procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

v. In our opinion and on the basis of our examination, the valuation of stocks is fair and proper in accordance with the normally accepted accounting principles and is on the same basis as the preceding accounting year.

vi. The Company has not taken any loans, secured or unsecured from the companies, firms or other parties listed in register maintained u/s. 301 of the Companies Act, 1956 or from companies under the same management as defined u/s. 80(1-B) of the Companies Act, 1956.

vii. The parties to whom loans and advances in the nature of loans have been given by the Company are repaying the principle amounts as stipulated and are also regular in payment of interest where applicable other than the loan given to the subsidiary company and interest thereon.

viii. The Company has not given any loans and other advances.

ix. 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 stores, raw materials including components, plant and machinery equipment and other assets and for the sale of goods.

x. There are no transactions of purchase of goods and materials and sale of goods, materials and services made in pursuance of contracts or arrangements entered in the register maintained u/s. 301 of the Companies Act, 1956.

xi. Unserviceable or damaged stores, raw materials or finished goods are determined and provision for the loss has been made in the accounts.

xii. In respect of deposits accepted by the company from the public, directives issued by the Reserve Bank of India and the provisions of Section 58A of the Companies Act, 1956 and the rules framed thereunder, where applicable have been complied.

xiii. The Company is maintaining reasonable records for the sale and disposal of realizable scraps. There are no by-products resulting from the manufacturing process of the company.

xiv. The Company has an internal audit system commensurate with its size and nature of its business.

xv. The Company is not covered by the purview of Section 209(1)(d) of the Companies Act, 1956.

xvi. The Company is not covered under ESI Act and EPF Act.

xvii. The company has accumulated losses more than 50% of its Net worth as on March 31, 2010. The company has incurred cash losses during the year ended March 31, 2010 and in the immediately previous year.

xviii. No disputed amounts payable in respect of Income-tax, Wealth-tax, Sales-tax, Customs Duty and Excise Duty as at March 31, 2010 for a period of more than six months from the date they became payable.

xix. No personal expenses of employees or directors have been charged to the revenue accounts other than those payable under contractual obligation in accordance with generally accepted business practice.

xx. The company is not an industrial company within the meaning of clause (o) of sub-section (1) of section 3 of the sick industrial companies (special provisions) act, 1985.

For MACHIRAJU & ASSOCIATES

Chartered Accountants

Firm Regn NO. 010791S

Sd/-

M RAMESH Partner

Membership No. 212876

Hyderabad, August 31, 2010