Auditor Report of Mohit Paper Mills Ltd.

Mar 31, 2015

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

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; of the state of affairs of the Company as at 31st March 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

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

(d) In our opinion, the aforesaid Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

(i) The Company has no pending litigations that would materially affect the financial position of the Company.

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

(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Mohit Paper Mills Limited for the year ended 31 March 2015.

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

(b) The Company has conducted the physical verification of fixed assets during the year and has not identified any material differences during the verification.

(ii) (a) The inventories have been physically verified at reasonable intervals by the management.

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

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

(iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013.

(b) In view of our comment in paragraph 3(a) above, clause (iii) (a) and (b) of paragraph 3 of the Companies (Auditor's Report) Order, 2015 are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant sub-section (1) of Section 148 of the Companies Act, 2013 and are of opinion that prima facie, the prescribed accounts and records have been maintained.

(vii) (a) According to the records of the Company and information and explanations given to us, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employee State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Duty of Custom, Duty of Excise, Value Added Tax, Cess and any other statutory dues with the appropriate authorities and we have been informed that no arrears of undisputed statutory dues outstanding as at the last day of the financial year under audit for a period of more than six months from the date they become payable.

(b) According to the records of the Company and the information and explanations given to us, there were no disputed demands outstanding as at 31st March, 2015.

(c) There are no amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under.

(viii) The Company does not have accumulated losses at the end of the financial year under audit and has not incurred cash losses during the financial year covered by audit and in the immediately preceding financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institution or bank.

(x) 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.

(xi) According to the information & explanations given to us, no term loans were obtained during the year under audit.

(xii) Based upon the audit procedures performed and according to the information & explanations given to us, no fraud on or by the Company has been noticed or reported during the year of our audit.

ForAjay Shreya & Co. Chartered Accountants Firm Registration No.: 021423N

Ajay Jain (Proprietor) Membership No.: 085354

Place: New Delhi Date: 30.05.2015

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Mar 31, 2014

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

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR''S RESPONSIBILITY

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

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

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

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

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

2. As required by Section 227(3) of the Act, we report that :

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

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

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

(d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and the Cash Flow Statement comply with the accounting standards referred to in Section 211(3C) of the Act.

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "report on other legal and regulatory requirements" of our report of even date

1. In respect of Fixed Assets :

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

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

c. In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and going concern status of the Company is not affected.

2. In respect of Inventory

a. The inventories have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b. In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured granted or taken by the Company to/from Companies, firms and other parties covered in the register maintained U/s 301 of Companies Act,1956:

a. According to the records of the Company and information given to us, Company has not granted loan to any party during the year

b. The Company has taken Loan from one party. In respect of the said Loan the maximum amount due at any time during the year is Rs.117.51Lacs and yearend balance is Rs.117.51Lacs.

c. In our opinion and according to the information and explanation given to us, the loan taken is interest free and other terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d. According to the records of the Company and information given to us in respect of loans taken by the Company, the loan is interest free and the principal amount is repayable on demand and there are no overdues.

4. In our opinion and according to the information and explanations given to us, there were adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in Section 301 of the Companies Act, 1956, particulars of which need to be entered into a register maintained under Section 301 of the Act. Accordingly, clause 4(v)(b) of the order is not applicable.

6. According to the information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

8 We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records 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. We have not, however made a detailed examination of the same.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise and cess were in arrears, as at 31.03.2014 for the period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, no dues of income tax, wealth tax, sales tax and cess, which have not been deposited on account of any dispute.

10. The Company do not have any accumulated losses nor has incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

11. According to the records and information given to us, the Company has not defaulted in repayment of dues to any financial institution or banks.

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 provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanation given to us, the company is not dealing in shares, securities / debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year covered by our audit, the terms and conditions whereof are prejudicial to the interest of the Company.

16. The term loans have been applied for the purpose for which they were raised.

17. According to information and explanation given to us and on 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 investment. No long-term funds have been used to finance short-term assets (excludes permanent working capital).

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 Companies Act, 1956.

19. According to information and explanations given to us, the company has not issued any debentures during the year.

20. The Company has not raised any money by way of Public Issue during the year.

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

FOR AJAY SHREYA & COMPANY

CHARTERED ACCOUNTANTS

Registration No.021423N

AJAY JAIN

(Proprietor)

Membership No.: 85354

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 statemnets of Mohit paper Mills Limited ("the company") which comapnies the Balance sheet as at 31st March 2013, the statemnet of profit and loss and cash flow statement for the year then ended a summary of singnificant accounting pilicies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is reponsible for the preparation of these financial statement that give a true and fair view of the financial position financial performance and cash flows of the company in accordance with the according principal generally accepted in india including Accounting stadards referred to in section 211(3C) of the companies Act,1956 ("the Act") This responsibulity including the design implemwntation and maintenance of internal control relevant to the preparation and presention of the financial statement that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor''s Responsibility.

Our reponsibilityis to express an opinion on these financial statemnets based on our audit we conducted our audit in accordance with the satndards 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 assurence about whether the financial statemntes are free from material missstatement.



An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statemnts the procedures selected depend on the audit''s judgement including the assessment of the risks of material misstatement of the financial statemnts whether due to fraud or error in making those of the risks of according policies used and reasnableness of the accounting estimates made by management as well as avaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Act, in the manner so required and give a true and fair view in confromity with the accounting principlaes generally accepted in India,

a. in the case of the Balance sheet of the sate of affairs of the comapny as at 31st March 2013.

b. in the case of the statemnt of profit & loss of the profit for the year ended on that date; and

c. in the case of the cash statement of the cash flows for the year ended on that date.

Report On Other Legal And Regulatory Requirements

1. As required by the comapnies (Auditor''s Report) order 2003 ("the order") issued by the central Government of India in terms of section 227 (4A) of the Act, we give in the Annexure ''A"'' 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 explaations which to the best of our knoweledge 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 are in agreement with the books of account.

(c) The Balance Sheet the statement of profit & loss and the cash flow sattement dealt with by this report are in agreement with the books of account.

(d) In our opinion the Balance sheet the Statement of profit & loss and the cash flow statement comaply with the accounting atandards referred section 211 (3C) of the Act.

(e) on the basis of written representations received from the directors as on 31 st March 2013 taken onrecord by the Board of Dircetors none of the directors are disqualified as on 31st March 2013 from being appointed as a director in terms of section 274 (1) (g) of the Act.

Annexure''A''to the Auditor''s Report of even date to the Members of

Mohit Paper Mills Limited on the financial statements for the year ended 31 March, 2013 In terms of information and explanations given to us and the books and records examined by us in the normal course of audit, we report that:

1. In respect of Fixed Assets

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

b. The fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifications.

c. According to the information and explanation given to us, the Company has not disposed off substantial part of its fixed assets during the year and the fixed assets disposed off during the year were not material enough to affect the going concern status of the Company.

2. In respect of Inventory

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

b In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory 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 has maintained proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured granted or taken by the Company to/from Companies, firms and other parties covered in the register maintained U/s 301 of Companies Act,1956:

a. According to the records of the Company and information given to us, Company has not granted loan to any party during the year. ¦

b. The Company has nottaken Loan from parties covered u/s 301 of the Companies Act, 1956.

c. In our opinion and according to the information and explanation given to us, the loan taken is interest free and other terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d. According to the records of the Company and information given to us in respect of loans taken by the Company, the loan is interest free and the principal amount is repayable on demand and there are no overdues.

4. In our opinion and according to the information and explanations given to us, there were adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchaseof inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control.

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in Section 301 of the Companies Act, 1956, particulars of which need to be entered into a register maintained under Section 301 oftheAct. Accordingly, clause 4(v)(b) ofthe order is notapplicable.

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

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

8 We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records 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. We have not, however made a detailed examination ofthe same.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Excise Duty, Cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise and cess were in arrears, as at

31.03.2013 for the period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, no dues of income tax, wealth tax, sales tax and cess, which have not been deposited on account of any dispute.

10. The Company do not have any accumulated losses nor has incurred cash losses during the year covered '' by our audit and in the immediately preceding financial year.

11. According to the records and information given to us, the Company has not defaulted in repayment of dues to any financial institution or banks.

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 provisions of clause 4(xiii) ofthe Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanation given to us, the company is not dealing in shares, securities I debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year covered by our audit, the terms and conditions whereof are prejudicial to the interest of the Company.

16. The term loans have been applied for the purpose for which they were raised.

17. According to information and explanation given to us and on 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 investment. No long-term funds have been used to finance short-term assets (excludes permanent working capital).

18. The Authorized Capital was increased to Rs.17,50,00,000/- divided into 1,75,00,000 equity shares of Rs.10 each. The Company have issued Equity Shares of Rs. 3,00,00,000 divided into 30,00,000 equity shares of Rs.10/- each to the Non Promoters on Preferential basis during the year. So the Issued and Paid up Capital was increased to Rs.14,00,00,000 divided into 1,40,00,000 equity shares of Rs.10/-each.

19. According to information and explanations given to us, the company has not issued any, debentures during the year.

20. TheCompanyhasnotraisedanymoneybywayofPubliclssueduringtheyear.

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

FOR AJAY SHREYA& COMPANY

CHARTEREDACCOUNTANTS

Registration No.021423N



AJAYJAIN

(Proprietor)

Membership No.: 85354



PLACE: New Delhi

DATED: 30/05/2013

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Mar 31, 2010

1. We have-audited the attached Balance Sheet of M/s Mohit Paper Mills Limited as at 31st March 2010, and annexed Profit & Loss Account and the Cash Flow Statement of the Company for the year ended on that date. 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 mis-statements, 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 estimate made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (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", a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure A statement on the matters specified in paragraph 4 and 5 of the said Order.

(i.) . 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.

(ii.) 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 the books of account of the Company.

(iii.) The Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account of the Company.

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

(v) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements read together 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:

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 Profits 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 of the Company for the year ended on that date.

5. 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 are 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

ANNEXURE TO THE AUDITORS REPORT

[Referred to in paragraph 3 of our report of even date]

As required by the Companies (Auditors Report) Order, 2003 (CARO) issued by the Government of India in terms of Section 227(4A) of the Companies Act, 1956, and on the basis of such checks as we considered approriate and according to the information and explanations given to us, we report that:

1. In respect of Fixed Assets

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

b. The fixed assets have been physically verified by the management at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verifications.

c. According to the information and explanation given to us, the Company has not disposed off substantial part of its fixed assets during the year and the fixed assets disposed off during the year were not material enough to affect the going concern status of the Company.

2. In respect of Inventories

a. As explained to us, inventories have been physically verified by the management at regular 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. The Company has maintained proper records of inventories, as explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

3. In respect of loans, secured or unsecured granted or taken by the Company to/from Companies, firms and other parties covered in the register maintained u/s 301 of Companies Act, 1956:

a. According to the records of the Company and information given to us, Company has not granted loan to any party during the year.

b. The Company has taken loan from 4 parties. In respect of the said loan the maximum amount due at ay time during the year is Rs180.84 lacs and year end balance is Rs. 8.51 lacs.

c. In our opinion and according to the information and explanation given to us, the loan-taken is interest free and other terms and conditions of the loans taken by the Company are not prima facie prejudicial to the interest of the Company.

d. According to the records of the Company and information given to us in respect of loans taken by the Company, the loan is interest free and the principal amount is repayable on demand and there are no overdues.

4. In our opinion and according to the information and explanations given to us, there were adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal control.

5. In respect of transactions covered under Section 301 of the Companies Act, 1956:

In our opinion and according to the information and explanations given to us, there are no contracts and arrangements referred to in section 301 of the Companies Act, 1956, particulars of which need to be entered into a register maintained under section 301 of the Act. Accordingly, clause 4(v)(b) of the order is not applicable.

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

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

8 We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records 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. We have not, however made a detailed examination of the same.

9. (a) The Company is regular in depositing with appropriate authorities, undisputed statutory dues including provident fund, investor education & protection fund, income tax, sales tax, wealth tax, service tax, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, service tax, sales tax, excise and cess were in arrears, as at 31.03.2010 for the period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, there are no dues of income tax, wealth tax, sales tax and cess, which have not been deposited on account of any dispute.

10. The Company do not have any accumulated losses nor has incurred cash losses during the year covered by our audit and in the immediately preceding financial year.

11. According to the records and information given to us, the Company has not defaulted in repayment of dues to any financial institution or banks.

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 provisions of clause 4(xiii) of trie Companies (Auditors Report) Order, 2003 are not applicable to the Company.

14. According to the information and explanation given to us, the Company is not dealing in shares, securities/debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions during the year covered by our audit, the terms and conditions whereof are prejudicial to the interest of the Company.

16. The term loans have been applied for the purpose for which they were raised.

17. According to information and explanation given to us and on 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 investment. No long-term funds have been used to finance short-term assets (excludes permanent working capital).

18. The Company has made preferential allotment of 20,00,000 warrants convertible into equity shares which were allotted to parties covered in the Register maintained under Section 301 of the Companies Act, 1956. Out of these, 6,66,667 Warrants have been converted at par into Equity Shares during the year. These were priced as per the SEBI guidelines and are not prejudicial to the interest of the shareholders.

19. According to information and explanations given to us, the company has not issued any, debentures during the year.

20. The Company has not raised any money by way of Public Issue during the year.

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

FOR AJAYS HREYA & COMPANY

CHARTERED ACCOUNTANTS

Registration No. 021423 N

AJAY JAIN

(Proprietor)

Membership No.: 85354

PLACE: NEW DELHI

DATED : 31.07.2010