Auditor Report of Manor Estates & Industries Ltd.

Mar 31, 2014

We have audited the attached Financial Statements of Karan Woo-sin Limited as at 31st March, 2014 which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and summary of significant accounting policies and other explanatory information.

2. Management''s Responsibility for the Financial Statements and the statements an- nexed there to Management is responsible for the preparation of these Financial Statements that give a true and fair view of the financial position , financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India in- cluding Accounting Standards referred to in Section 211(3C) of the Companies Act,1956("the Act'''') read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

This responsibility includes the design, implementation and maintenance of internal con- trol relevant to the preparation and presentation of the Financial Statements and the statements annexed thereto that give a true and fair view and are free from material misstatements, whether due to fraud or error.

3. Auditor''s Responsibility

Our responsibility is to express an opinion on the said Financial Statements annexed thereto 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 of material mis- statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend upon our judg- ment, including the assessment of risks of material misstatements of the Financial State- ments, whether due to fraud and error. In making those risk assessments, we consider internal control relevant to the Company''s preparation and fair presentation of the Finan- cial Statements in order to design audit procedures that are appropriate in the circum- stances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management as well as evaluating the overall presentation of 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 together with the schedules attached and read with the accounting policies and Notes forming part of accounts 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 31st March, 2014;

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.

5. Report on other Legal and Regulatory Requirements

As required by the Companies (Auditor''s Report) Order, 2003 issued by the Central Government of India as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004 in terms of sub-section (4A) of section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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 knowl- edge and belief were necessary for the purposes of our audit ;

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

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

d. In our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013.

e. On the Basis of the written representations received from the directors as on 31st March, 2014, taken on record by the board of directors, none of the directors is dis- qualified as on 31st March, 2014, from being appointed as director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO THE AUDITOR''S REPORT (Refer our report of even date)

1 a. The company has maintained proper records of fixed assets showing full particulars, including quantitative details and location.

b. The company has a regular program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were identified on such verification.

c. None of the fixed assets affecting the going concern were disposed off during the year.

2. a. Physical verification has been conducted by the management at reasonable periods in respect of inventory.

b. In our opinion, the procedures of physical verification of stocks followed by the man- agement are reasonable and adequate in relation to the size of the company and the nature of its business.

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

3. 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. Accordingly, clauses 4(iii) (a) to (d) of the Order are not applicable to the Company.

a. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties which would have been listed in the register maintained under section 301 of the Companies Act, 1956 except unsecured loans from one director and one others where the maximum amount outstanding during the year was Rs.121.64 Lakhs and the year ending balance of unsecured loans taken from such parties was Rs.121.64 Lakhs.

b. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c. The parties from whom loans and advances in the nature of loans have been taken were repaid as stipulated.

4. In our opinion and according to information and explanations given to us, there are ad- equate internal control procedures commensurate with the size of the company and the nature of its business, through personal supervision of management, in respect of pur- chases of goods and other assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered.

b. The transactions have been made at prices which are reasonable with regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. The company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956, for any of the products of the Company.

9. 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 been regular in depositing with appropriate authorities undisputed statutory dues including Service Tax, Excise Duty, Provident Fund, ESI and Income Tax Deducted at Source.

b. According to the information and explanations given to us, details of disputed Income Tax and Sales tax which have not been deposited as on 31st March, 2014 on account of any dispute are given below:

Name of Statute Nature of Amount Period to dues (Rs. in Lakhs) which the amount relates (Financial Year)

Income Tax Act, Income Tax 6.67 2009-10 1961

Name of Statute Forum where dispute is pending

Income Tax Act 1961 Assistant Commissioner, Income Tax(CPC)

10. The Company has accumulated losses at the end of the financial year, which is more than 50% of its net worth. The Company has incurred cash losses in the current financial year and in the year immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Com- pany has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund, or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us and based on our verification, the Company is not dealing or trading in shares, securities, debentures and other invest- ments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. According to the information and explanations given to us and on the basis of our exami- nation of the books of account, the term loans obtained by the Company were applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that no funds raised on short- term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and compa- nies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Com- pany has been noticed or reported during the year.

For Niranjan & Narayan Chartered Accountants FRN: 005899S

Place: Hyderabad, M. Niranjan Date: 12th May, 2014 Partner M.No: 29552

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Mar 31, 2012

We have audited the attached Balance Sheet of Karan Woo-Sin Limited, as at 31st March, 2012 and also the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An

audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India as amended by the Companies (Auditor's Report) (Amendment) Order, 2004 in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

ii. in our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. the Balance Sheet and Statement of Profit and Loss dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet and the Statement of Profit and Loss dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for Accounting Standard- 15, Accounting for retirement benefits in the financial statements of employer - refer point no. 4 of Notes on Accounts.

v. on the basis of written representations received from the directors, as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

vi. in our opinion and to the best of our information and according to the explanations given to us, the said

accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012,

b. in the case ofthe 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.

ANNEXURE TO THE AUDITORS' REPORT

(Refer our report of even date)

1 a. The company has maintained proper records of fixed assets showing full particulars, including quantitative details and location.

b. The company has a regular program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were identified on such verification.

c. None of the fixed assets affecting the going concern were disposed off during the year.

2. a. Physical verification has been conducted by the management at reasonable

periods in respect of inventory.

b. In our opinion, 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.

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

3. 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. Accordingly, clauses 4(iii) (a) to (d) of the Order are not applicable to the Company.

a. The Company has nottaken any loans, secured orunsecured, from companies, firms or other parties which would have been listed in the register maintained under section 301 of the Companies Act, 1956 except unsecured loans from one director and four others where the maximum amount outstanding during the year was Rs. 71.56 Lakhs and the year end balance of unsecured loans taken from such parties was Rs.45.81 Lakhs.

b. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c. The parties from whom loans and advances in the nature of loans have been taken were repaid as stipulated.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, through personal supervision of management, in respect of purchases of goods and other assets and for the sale ofgoods. During the course ofour audit, we have not observed any major weakness in the internal controls.

5. a. In our opinion and according to the information and explanations given to us,

the transactions that need to be entered in the register in pursuance ofsection 301 of the Act have been entered. b. The transactions have been made at prices which are reasonable with regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. The company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956, for any of the products of the Company.

9. a. According to the information and explanations given to us, and on the basis

ofourexamination ofthe books ofaccount, the Company has not been regular in depositing with appropriate authorities undisputed statutory dues including Service Tax, Excise Duty, Provident Fund, ESI and Income Tax Deducted at Source.

b. According to the information and explanations given to us, details of disputed Income Tax and Sales tax which have not been deposited as on 31st March, 2012 on account of any dispute are given below:

Name of Nature of Amount Financial Year Forum where Statute dues (Rs.in for which dispute is Lakhs) the amount pending relates

Income Income Tax 6.67 2009-10 Assistant Tax Act, Commissioner, 1961 Income Tax(CPC)

10. The Company does not have accumulated losses at the end of the financial year, which is more than 50% of its net worth. The Company has not incurred cash losses in such financial year and in the year immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

13. The Company is nota chitfund, nidhi, mutual benefitfund, ora society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us and based on our verification, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. According to the information and explanations given to us and on the basis of our examination of the books of account, the term loans obtained by the Company were applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Niranjan & Narayan

Chartered Accountants

FRN : 005899S

Sd/-

M. Niranjan

Partner

Place : Hyderabad M.No. : 29552

Date : 29th May, 2012

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Mar 31, 2010

We have audited the attached Balance Sheet of Karan Woo-Sin Limited, as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India as amended by the Companies (Auditors Report) (Amendment) Order, 2004 in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

ii. in our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

iii. the Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account;

iv. in our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except for Accounting Standard- 15, Accounting for retirement benefits in the financial statements of employer - refer point no. 5 of Notes on Accounts.

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

vi. in our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2010

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

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

ANNEXURE TO THE AUDITORS REPORT (Refer our report of even date)

1 a. The company has maintained proper records of fixed assets showing full particulars, including quantitative details and location.

b. The company has a regular program of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were identified on such verification.

c. None of the fixed assets affecting the going concern were disposed off during the year.

2. a. Physical verification has been conducted by the management at reasonable periods in respect of inventory.

b. In our opinion, 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.

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

3. 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. Accordingly, clauses 4(iii) (a) to (d) of the Order are not applicable to the Company.

a. The Company has not taken any loans, secured or unsecured, from companies, firms or other parties which would have been listed in the register maintained under section 301 of the Companies Act, 1956 except unsecured loans from one director and four others where the maximum amount outstanding during the year was Rs. 35.65 lacs and the year end balance of unsecured loans taken from such parties was Rs.17.48 lacs.

b. The terms and conditions of such loans are prima facie not prejudicial to the interest of the Company.

c. The parties from whom loans and advances in the nature of loans have been taken were repaid as stipulated.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business, through personal supervision of management, in respect of purchases of goods and other assets and for the sale of goods. During the course of our audit, we have not observed any major weakness in the internal controls.

5. a. In our opinion and according to the information and explanations given to us, the transactions that need to be entered in the register in pursuance of section 301 of the Act have been entered.

b. The transactions have been made at prices which are reasonable with regard to the prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public.

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

8. The company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956, for any of the products of the Company.

9. 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 been regular in depositing with appropriate authorities undisputed statutory dues including Service Tax, Provident Fund, Income Tax Deducted at Source and Investor Protection Fund.

10. The Company does not have accumulated losses at the end of the financial year, which is more than 50% of its net worth. The Company has not incurred cash losses in such financial year and in the year immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks or debenture holders.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the order is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund, or a society. Accordingly clause 4(xiii) of the order is not applicable.

14. According to the information and explanations given to us and based on our verification, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, clause 4(xiv) of the order is not applicable.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(xv) of the order is not applicable.

16. According to the information and explanations given to us and on the basis of our examination of the books of account, the term loans obtained by the Company were applied for the purpose for which such loans were obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we are of the opinion that no funds raised on short-term basis have been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Accordingly, clause 4(xviii) of the order is not applicable.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of the order is not applicable.

20. The Company has not raised any money by public issues during the year. Accordingly, clause 4(xx) of the order is not applicable.

21. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Niranjan & Narayan Chartered Accountants

Firm Regn. No. 05899S

Sd/- Place : Hyderabad, M. Niranjan Date :29.05.2010. Partner

Membership No-29552