Auditor Report of Manbro Industries Ltd.

Mar 31, 2025

We have audited the Standalone financial statements of Manbro Industries Limited (Formerly
Known as Unimode Overseas Limited), which comprises the Balance Sheet as at March 31, 2025, the
Statement of Profit and Loss and Statement of Cash Flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies and other explanatory
information.

In our opinion and to the best of our information and according to the explanation given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 in the manner
so required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025, its Profit and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing (SAs) specified under section 143
(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the
Auditor’s Responsibilities for the audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Companies Act, 2013 and the rules there under, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.

Responsibility of Management for Standalone Financial Statements

The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the
Companies Act, 2013 with respect to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the accounting
standards specified under section 133 of the Act. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting fraud and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statement that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the financial statements, managements is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to
cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decision of users taken on the
basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

a) Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.

b) Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

d) Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report.

e) Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

Report on Other Legal and Regulatory Requirements

The provisions of the Companies (Auditor’s Report) Order, 2020, issued by the Central Government
of India in terms of sub-section (11) of section 143 of the Companies Act 2013 is applicable to the
Company

As required by section 143(3) of the Act, we report that;

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;

(a) 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;

(b) The Balance Sheet dealt with by this Report are in agreement with the books of account;

(c) 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;

(d) On the basis of the written representations received from the directors as on March 31, 2024
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2024 from being appointed as a director in terms of section 164(2) of the Act.

(e) The modification relating to the maintenance of accounts and other matters connected therewith
are stated in paragraph 2A(b) above on reporting under section143(3)(b) of the Act and
paragraph 2(f) below on reporting under Rule 11 (g) of the Companies ( Audit and Auditors)
Rules,2014 9as amended).; and the Company has used an accounting software for maintaining
its books of account which has a feature of recording audit trail (edit log) facility and the same
has not operated throughout the year for all relevant transactions recorded in respective
software It was assured by the management of the company there was not detected any
fraudulent transactions.

(f) With respect to the other matters to be included in the Auditor’s Report accordance with Rule 11

of the Companies (Audit & Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us;

a) The Company does not have any pending litigations which would impact its financial
position;

b) The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses; and

c) There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection fund by the Company

d) (i) The Management has represented that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts, no funds have been advanced or loaned or
invested (either from borrowed funds or share premium or any other source or kind of
funds) by the company to or in any other person(s) or entity(ies), including foreign entities

(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

(ii) The Management has represented, that, to the best of it’s knowledge and belief, other
than as disclosed in the notes to the accounts, no funds have been received by the
company from any person or entity, including foreign entities (“Funding Parties”), with
the understanding, whether recorded I writing or otherwise, that the company shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which we considered reasonable and appropriate in the
circumstances, nothing has come to their notice that has caused them to believe that the
representations under sub-clause (i) and (ii) contain any material mis-statement.

e) The Company has not declared or paid any dividend during the year in contravention of the
provisions of section 123 of the Companies Act, 2013.

f) With respect to the matter to be included in the Auditor’s Report under section 197(16) of
the Act:

In our Opinion and according to the information and explanation given to us, the
remuneration paid by the company to its directors during the current year us in accordance
with the provision of Section 197 of the Act. The remuneration paid to any director is not in
excess of the limits laid down under section 197 of the Act. The Ministry of Corporate
Affairs has not prescribed other details under section 197(16) of the Act which are required
to be commented upon by us.

For Umesh Amita & Company,

Chartered Accountants,

Sd/-

Place : Delhi (CA Gaurav Kumar)

Date : 29.05.2025 Partner

M.No.432472

'' UDIN No.:- 25432472BMJHSH2636

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Mar 31, 2024

We have audited the accompanying standalone financial statements of MANBRO INDUSTRIES LIMITED (Formerly Known as Unimode Overseas Limited) (“the Company”), which comprise the Balance Sheet as at 31^st March 2024, the Statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and Cash Flow Statement for the year then ended and notes to the standalone financial statements including material accounting policies and other explanatory information (hereinafter referred to as ''financial statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31^st March 2024, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SA) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Management''s and Board of Directors'' Responsibilities for the standalone Financial Statements

The Company''s management and Board of Directors are responsible for the matter stated in Section 134(5) of the Companies Act 2013 (“the Act”) with respect to preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern disclosing as applic able, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the company''s financial reporting process.

Auditor''s Responsibility for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As Part of an audit in accordance with SA''s specified under section 143(10) of the Act, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management and Board of Directors.

• Conclude on the appropriateness of management''s and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2020 (“the Order) issued by the Central Government of India in terms of section 143(11) of the Act, we give in the Annexure 1, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. (A) Further to our comments in Annexure 1, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 of the accompanying standalone financial statements;

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 except for the matters stated in paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended) ;

c. The Standalone financial statements dealt with by this Report are in agreement with the books of accounts.

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.

e. On the basis of written representations received from the directors as on 31^st March 2024, taken on record by the Board of Directors, none of the directors is disqualified as on 31^st March 2024, from being appointed as a director in terms of section 164(2) of the Act.

f. The modification relating to the maintenance of accounts and other matters connected therewith are

stated in paragraph 2A(b) above on reporting under section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended).

g. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company as on 31^st March 2024 and the operating effectiveness of such controls, refer to our separate report in "Annexure 2” wherein we have expresses an unmodified opinion; and

(B) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

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

financial statements.

b. The Company did not have any long-term contracts including derivative contracts for which there

were any material foreseeable losses as at 31^st March 2024.

c. There are no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31^st March 2024.

d. (i) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

ii. The Management has represented that, to the best of its knowledge and belief, other than as disclosed in notes to the accounts, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

iii. Based on the audits procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any material misstatement.

e. The company has not declared or paid any dividend during the year.

f. Based on our examination which included test checks, the company in respect of financial year commencing on 1^st April 2023, has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility but the same has not been operated throughout the year for all relevant transactions recorded in the software hance we are unable to comment on audit trail feature of the said software.

(c ) With respect to the matter to be included in the Auditors'' Report under section 197(16) of the

Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of section 197 of the Act. The remuneration paid to any director is not in excess of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under section 197(16) of the Act which are required to be commented upon by us.

For Sunil Kumar Gupta & Co.

Chartered Accountants Firm Regn No: 003645N

SD/-

Rahul Goyal

Partner

Membership No.: 540880

Place: Delhi Date: 30.05.2024

ICAI UDIN:24540880BKEBBE9059

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 Statement of Profit and Loss Account, 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 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 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 Directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

Annexure to the Auditors Report - March 31, 2014

THE ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF THE OUR REPORT OF EVEN DATE TO THE MEMBERS OF M/S UNIMODE OVERSEAS LIMITED ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH 2014.

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

1. (a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

(b) As explained to us, Fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

(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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanation given to us and on the basis of examination of the books of account, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of claus iii (b), iii (c) and iii (d) of the order are not applicable to the company.

(e) According to the information and explanation given to us and on the basis of examination of the books of account, the Company has not granted any loans, secured or unsecured, to Companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) to (g) are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the Company and nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (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 of the Act have been entered in the register required to be maintained under that section.

(b) As explained to us , the transactions made in pursuance of contracts or arrangements entered in theregister maintained under section 301 of the Companies Act, 1956 and exceeding during the year to Rs.5,00,000/- or more in respect of each party have been made at prices which are reasonable having regard to the prevailing market prices as available with the company.

6. The company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanation given by the management, the company has an internal Audit System commensurate with the size of the Company and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under section 209(1)(d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st march, 2014 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 is no amounts payable in respect of income tax, wealth tax, service tax , sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the company has not defaulted in repayment of dues to a financial institution or bank or debenture holder.

12. According to the information and explanations given 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. The company is not a Chit Fund or a Nidhi/mutual benefit fund/Society. Therefore, the provision of this clause of the Companies (Auditor''s Report) order, 2003 ( as amended) is not applicable to the company.

14. According to the information and explanations given to us, the company is trading in shares, Mutual funds and other investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the company has not given guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. 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 by the company.

18. Based on 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 during the year.

19. The company has no outstanding debentures during the period under audit.

20. The company has not raised any money by a public issue during the year.

21. 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 year, nor have we been informed of such case by the management.

For: K. L. Datta and Co. CHARTERED ACCOUNTANTS FRN: 001127C

(V.K. Datta) (Partner)

M. NO. 070466 PLACE: NEW DELHI DATED: 30/05/2014

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Mar 31, 2013

REPORT ON THE FINANCIAL STATEMENTS

We have audited the accompanying financial statements of Unimode Overseas Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITY

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. 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 31st, 2013;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by 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 subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of representations received from the Directors as on March 31st, 2013, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31st, 2013, from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

The Annexure referred to in paragraph 1 under the heading "Report on Other Legal and Regulatory Requirements" of the Our Report of even date to the members of M/s Unimode Overseas Limited on the accounts of the company for the year ended 31" March, 2013.

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

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

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

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (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 are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (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 listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and 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 taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. 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 of the Act have been entered in the register required to be maintained under that section,

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 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 is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given 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.

14. The Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is trading in Shares, Mutual funds & other Investments. Proper records & timely entries have been maintained in this regard & further investments specified are held in their own name.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year.

17. 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, 2013, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. 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 during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. 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 year, nor have we been informed of such case by the management.

For K.L. Datta & Company

Chartered Accountants

(V. K. Datta)

Place: New Delhi Partner

Date : 19.07.2013 Membership No.: 070466

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/S UNIMODE OVERSEAS LIMITED, as at 31st March 2011, and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books of records as we considered appropriate and according to the information and explanations given to us during the course of our audit. We give the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

4. 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 Accounts as required by law have been kept by the Company, so far as appears from our examination of Books of Account.

c) The Balance Sheet and Profit and Loss Account deal with by this report are in agreement with the Books of Account.

d) In our opinion and according to the explanations given to us, the Profit and Loss Account and Balance Sheet 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 Directors, taken on record by the Board of Directors, none of the directors are disqualified under section 274(1)(g) of the Companies At, 1956 from being appointed as directors as on 31.03.2011.

f) In our opinion and to the best of our information and according to the explanations given to us the account read with the notes thereon, give the information required by the Companies Act,1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet of the State of affairs of the Company as at 31st March 2011, and ;

ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date.

ANNEXURE TO THE AUDITOR'S REPORT

(Referred to in paragraph 3 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has not maintained Fixed Assets records, as no Fixed Assets are owned by the Company, as per its Balance Sheet.

(b) No Fixed Assets can be verified by the Company's Management in absence of any Fixed Assets during the year under review.

(c) There is no Fixed Assets owned by the Company but the going concern status of the Company is not affected.

2. In respect of its inventories:

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

(b) The procedures followed by the management for physical verification of stocks appears to be reasonable and adequate in relation to the size of the Company and nature of its business.

(c ) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

3. The Company has not taken any loans from the Companies, firms or other parties under section 372A of the Companies Act, 1956. As explained to us there is no Company under the same management.

4. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

5. No Loans and Advances in the nature of loans have been given by the Company.

6. The internal control procedure for the purchases of raw materials, Plant & Machinery and equipment and other assets and for the sale of goods are in our opinion and according to the information and explanations given to us, adequate commensurate with the size of the Company and nature of its business.

7. The Companies has not accepted any deposited under Section 58 A of the Companies Act,1956.

8. In our opinion, the Company has an internal control/audit system commensurate with the size and nature of its business.

9. The Central Govt. has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act,1956 for any of the products of the Company.

10. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, excise duty, cess and other statutory dues applicable to it, wherever applicable.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Sales Tax, cess and excise duty, which were outstanding as at 31st March,2011 for a period more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or banks.

12. The Company has not given any guarantee for loans taken by others from bank or financial institution.

13. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds have been raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except working capital.

14. The Company is not a Sick Industrial Company within the meaning of Clause(i) of sub section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

15. Based upon the audit procedures performed and 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 K.L. Datta & Company

Chartered Accountants

Place : New Delhi (V. K. Datta)

Date : 11th May 2011 Partner

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/S UNIMODE OVERSEAS LIMITED, as at 31st March 2010, and also the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the 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 (Auditors Report) order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks of the books of records as we considered appropriate and according to the information and explanations given to us during the course of our audit. We give the Annexure a statement on matters specified in paragraphs 4 and 5 of the said Order.

4. 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 Accounts as required by law have been kept by :he Company, so far as appears from our examination of Books of Account.

c) The Balance Sheet and Profit and Loss Account deal with by this report are in agreement with the Books of Account.

d) In our opinion and according to the explanations given to us, the Profit and Loss Account and Balance Sheet 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 Directors, taken on record by the Board of Directors, none of the directors are disqualified under section 274(1 )(g) of the Companies At, 1956 from being appointed as directors as on 31,03,2010.

f) In our opinion and to the best of our information and according to the explanations given to us the account read with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

ii) In the case of the Profit & Loss Account of the Profit for the year ended on that date,

ANNEXURE TO THE AUDITORS REPORT (Referred to in paragraph 3 of our Report of even date)

1. In respect of its fixed assets:

(a) The Company has not maintained proper records, as no Fixed Assets are recorded by the Company.

(b) No Fixed Assets were verified by the Companys Management in absence of any Fixed Assets during the year under review,

(c) The Company has not disposed any of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of Its inventories:

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

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

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the books records were not material.

3. The Company has not taken any loans from the Companies, firms or other parties under section 372A of the Companies Act, 1956. As explained to us there is no Company under the same management.

4. The Company has not granted any loans to Companies, firms or other parties listed in the register maintained under section 301 of the Companies Act.1956.

5. No Loans and Advances in the nature of loans have been given by the Company.

6. The internal control procedure for the purchases of raw materials, Plant & Machinery and equipment and other assets and for the sale of goods are in our opinion and according to the information and explanations given to us, adequate commensurate with the size of the Company and nature of its business.

7. The Companies has not accepted any deposited under Section 58 A of the Companies Act, 1956.

8. In our opinion, the Company has an internal control/audit system commensurate with the size and nature of its business.

9. The Central Govt, has not prescribed maintenance of cost records under Section 209(1) (d) of the Companies Act, 1956 for any of the products of the Company.

10. (a) According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, excise duty, cess and other statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income Tax, Sales Tax, cess and excise duty, which were outstanding as at 31st March,2010 for a period more than six months from the date they become payable.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution or banks.

12. The Company has not given any guarantee for loans taken by others from bank or financial institution.

13. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds have been raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance short-term assets except working capital.

14. The Company is not a Sick Industrial Company within the meaning of Clause(i) of sub section 3(1 )(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

15. Based upon the audit procedures performed and 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 K.L. Datta & Company

Chartered Accountants

Place: New Delhi (V. K. Datta)

Date : 28th July 2010 Partner

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Mar 31, 2009

We have audited the attached Balance Sheet of UNIMODE OVERSEAS LIMITED as at 31st March 2009 and the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. We also state that these financial statements are the responsibility of the Company management and our responsibility is to express an opinion on these financial statements based on our audit. As far the scope and basis of our opinion, we state that we have conducted our audit in accordance with auditing standards generally accepted in India and obtained reasonable assurance about whether the financial statements are free of material misstatements. Our audit includes, wherever necessary, examining on a test basis, the evidence supporting the amounts and disclosures in the financial statements and also including assessing adherence to the accounting principles and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. We report as follows:

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of section 227 (4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified on paragraphs 4 & 5 of the said order.

2. 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 accounts as required by law have been kept by the Company so far as appears from our examination of Books;

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

d) In our opinion and according to the explanations given to us, the Profit and Loss Account, the Cash Flow Statement and the Balance Sheet comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from the directors, as on 31st March2009 and taken on record by the Board of Directors, our opinion, and explanations given to us, none of the directors are disqualified as on 31st March 2009 from being appointed as directors in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon, subject to note No. 5 of Significant Accounting Policies and note No.11,12 of Financial Note on Accounts as on date give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view,

i) In the case of the Balance Sheet of the state of affairs of the company as at 31st March, 2009, and

ii) In the case of the Profit & Loss Account, of the Profit for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 of our report of even date)

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

(b) No Fixed Assets were verified by the companys Management in absence of any fixed assets during the year under

(c) We draw attention to our comments in Para 2 (f) in our audit report of even date regarding sale of entire fixed assets by the company and have the substantial doubt on going concern as a result of such sale.

2. No Comments are required on physical verification of stock in absence of such stock.

3. The Company has not granted/taken any loans secured or unsecured to/from Companies, Firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

4. The Company has not given Loans or Advances in the nature of loans who are repaying the principal amount as per the policy of the Company. No interest is recovered on such loans or advances.

5. No Comments are required on internal control procedure in absence of any Commercial activity

6. (a) According to the information and explanations given to us there are no transactions made in pursuance of contracts or arrangements, that need to be entered into the register maintained under section 301, of the Companies Act, 1956 have been recorded in the register;

(b) According to the information and explanations given to us, the no transactions have been made referred to under sub clause (a) above which exceed Rs. 5,00,000/- in each case .

7. The Company has not accepted any deposits from the public and consequently the provisions of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 are not applicable. We are informed that the Company Law Board has passed no order in this regard.

8. The Company do not have any internal audit system in absence of any commercial activities.

9. The Central Government has not prescribed maintenance of cost records under section 209 (I) (d) of the Companies Act, 1956 for any of the products of the Company.

10. During the year under review, we are informed that the company has no employee on its payroll and as such provisions of ESI and EPF are not applicable to this company during the year under review.

a. According to the information and explanations given to us there are no dues of Sales tax, custom duty, wealth tax, excise duty and cess.

11. The Company is a Sick Industrial Company within the meaning of Clause (o) of sub Section (1) of Section (3) and accumulated loss of the Company is more than 50% of its net worth and the Company is treated as a Sick Industrial Company as per the provision of the Sick Industrial Companies (Specials Provisions) Act, 1985.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities and therefore the question of maintenance of documents and records in respect thereof does not arise.

13. In our opinion, the Company is not a chit fund, nidhi, mutual benefit or a society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. In our opinion the Company is not dealing in shares, debentures and other investments. Accordingly, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us and an overall examination of the Balance Sheet of the Company we report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term investments assets except permanent working capital.

16. In our opinion, the Company has not made any preferential allotment of shares to parties and Companies covered in the Register maintained under section 301 of the Companies Act, 1956.

17. The Company has not issued or raised money through debentures.

18. The Company has not raised any money through public issue during the year under review.

19. 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 K.L Datta & Company Chartered Accountants

Place: New Delhi (V.K. Datta) Date : 1a September 2009 Partner