Auditor Report of NEO Infracon Ltd.

Mar 31, 2016

INDEPENDENT AUDITOR’S REPORT

To the Members of Neo Infracon Limited

Report on the Financial Statements

We have audited the accompanying financial statements Neo Infracon Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2016, the Statement of Profit and Loss, the Cash flow statement for the year then ended, and a summary of the 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 of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made 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 the 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. An audit also includes evaluating the appropriateness of the 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, 2016, and its loss 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, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss Statement and the Cash flow statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standard specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

(g) 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, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which has the impact on its financial position in its financial statements.

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.

For D. Kothary & Co.

Chartered Accountants

(Firm''s Registration No. 105335W)

Vipul N. Chauhan (Partner)

(Membership No. 047846)

Place: Mumbai

Date: 30^th May 2016

---

Mar 31, 2015

We have audited the accompanying financial statements Neo Infracon Limited ("the Company"), which comprise the Balance Sheet as at 31st March,2015, the Statement of Profit and Loss, the Cash flow statement for the year then ended, and a summary of the 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 of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 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 hove token 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 rite 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 the 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. An audit also includes evaluating the appropriateness of the 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, 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 Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order. '

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

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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, the Statement of Profit and Loss Statement and the Cash flow statement dealt with by this report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company does not have any pending litigation which has the impact on its financial position in its financial statements.

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 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. The Company does not have fixed assets; hence this clause is not applicable, assets:

2. In respect of its inventories:

a) The inventories consist of construction W1P 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 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 was no material discrepancies noticed on physical verification of inventories as compared to the book records.

3. The Company has not granted secured and unsecured loan to parties covered in the register maintained under section 189 of the Companies Act.

4. 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 purchases of fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

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

6. To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act, in respect of the services rendered by the Company. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

7. According to the information and explanations given to us in respect of statutory dues:

a) Undisputed statutory dues in respect of custom duty, excise duty, sales tax, service tax, withholding taxes, provident fund, and employees' state insurance, as applicable and any other statutory dues have been regularly deposited with the appropriate authorities. There were no undisputed amounts payable in respect of Income-tax, Custom Duty, Sales Tax, Service tax and other material statutory dues in arrears as at 31st March 2015, for a period of more than six months from the date they became payable.

b) There are no statutory dues pending to be deposited on account of disputes pending with various forums.

c) There was no amount 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 made there under has been transferred to such fund within time.

8. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered bv the audit and also in the immediately preceding financial vear.

9. Based on our audit procedures and as per the information and explanations given by management, the Company has not defaulted in repayment of dues to any financial institution or Bank.

10. 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. Therefore, the provisions of paragraph 4 (x) of the said Order are not applicable to the Company.

11. In our opinion and according to the information and explanations given to us, the Company has not taken any term loan; hence this clause is not applicable.

12. In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

For D Kothary & Co. Chartered Accountants (Firm's Registration No. 105335W)

Vipul N. Chauhan (Partner) (Membership No. 047846)

Place: Mumbai Date: 30th May, 2015

---

Mar 31, 2014

We have audited the accompanying financial statements of Neo Infracon Limited, which comprises the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act") 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 control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures ip 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 statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control.An audit also includes evaluating the appropriateness of accounting policies used and tire reasonableness of the accounting estimates made by management, as well as evaluating tire 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.

8. To the best of our knowledge and belief, the Central Government has prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of the services rendered by the Company. Accordingly, Company is in the process of maintaining cost records.

9. a) According to the information and explanations given to us and on the basis of our

examination of die records of the Company, amounts deducted/ accrued in the books of account in respect of Income Tax, VAT, Service tax, WCT, cess and other undisputed statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us, no undisputed statutory dues payable in respect of Income Tax, VAT, service tax,WCT, cess and other statutory dues which were in arrears as at March 31, 2014 for a period of more than six months from the date they became payable except Service Tax-Rs.10,37,815.

b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there were no statutory dues which have not been deposited as on 31st March 2014, on account of any disputes.

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

11. Based on our audit procedures and as per the information and explanations given by management, the Company has not taken Term loan from Banks or Financial Institutions. Accordingly clause 4(xi) of the order is not applicable.

12. In our opinion and according to the explanations given to us and based on the information available, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provisions of paragraph 4 (xiii) of the Order is not applicable to the Company.

14. According to the information and explanations given to us, the Company is not dealing or trading 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 banks or financial institutions. Therefore, tire Clause 4 (xv) of the said Order are not applicable to the Company.

16. In our opinion and according to the information and explanations given to us, the Company has not taken Term term loans from Banks. Accordingly clause 4 (xvi) of the___ Order are not applicable to the Company.

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 there are no funds raised on short-term basis that 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 Companies Act, 1956.

19. The Company has not issued any Debenture during the year.

20. The Company has not raised any monies by way of public issues during the year.

21. According to the information and explanations given to us, no significant fraud on or by the Company, that causes a material misstatement to the financial statements, has been noticed or reported during the year.

For D. Kothary & Co Chartered Accountants (Firm Registration No. 105335WA

Vipul N. Chauhan Partner Membership No.047846

Place: Mumbai Date -.30/05/14

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of NEO INFRACON 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 die 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 Subject to 1. Advance of Rs. 68,06,356/- to Mr. Dilip Mehta, a Director of the Company, included in Long Term Loans and Advances, which is in contravention to the provision of Section 295 of the Companies Act, 1956 ( Refer Note No. 17 and 46 ) and Clarisse iii of Annexure referred to in Paragraph (1) of this report under "Report on Other Legal and Regulatory Requirements".

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2013;

(b) in the case of the Statement of Profit and Loss, of the profit/ 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 (3Q of section 211 of the Companies Act, 1956; Except for Accounting standard 15 , "Accounting for Retirement Benefits in the Financial Statements of Employer". The liability has not been worked out and provided for by the Company.

e. on the basis of written representation received from the directors as on March 31,2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, 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 .-

As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Sections 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we report that

1.(a) There is no fixed assets hence Clause 1 (a)(b)& (c) is not applicable

2.(a) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regards to the nature of inventories, the frequency of physical verification is reasonable.

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

(c) The Company has maintained proper records of inventories on Computer. In our opinion and according to the information, there were no major discrepancies noticed on such verification.

3. (a) According to information and explanation given to us, and on verification of the records we are of the opinion that the Company has advanced Rs. 61,00,000/- to Mr.Dilip Mehta, a Director of the Company.

(b) According to information and explanation provided and from the verification of the records of the company, the loan and advances to the director carry interest @ 12%p.a. as per our opinion the terms and conditions of the loan is prima facie not prejudicial to the interest of the Company.

(c) As per the information from the management the advance to Director is due for repayment on or before 31* December, 2014.

(d) According to information and explanation given to us by the management and from the verification of the records, we are of the opinion that there is no overdue amount more than rupees one lakh.

(e) According to the information and explanation given to us, can verification of the records, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

(f) & (g) as there is no loan taken, sub clause f and g is not applicable

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and Sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control System.

5. In our opinion and according to the information and explanations given to us, the Company has maintained a proper records for the Contracts or arrangements referred to in section 301 of the Companies Act 1956 that need to be entered in the register required to be maintained under that section.

b) According to the information and explanation given to us, on verification of the records, we are of the opinion that the transaction of purchase and sale of goods, materials and services made in pursuance of contracts arrangements entered
6. The company has not accepted any deposits from public within the meaning of section 58A and 58AA of the companies Act, 1956 and the rules framed there under. .

7. In our opinion, the Company does not have any internal audit system or any secretarial department or cell for internal audit, but looking at the quantum and value of transaction and the internal control procedures, the Company has enough control over the transactions of the business.

8. In our opinion, -the Company is covered under section 209(l)(d) of the Companies Act,1956 and is required to maintain the cost records as required by the Act, According to information an explanation given to us by the management, the records are under preparation and shall be ready within short while.

9. (a)According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund,

Employees'' State Insurance Fund, Income Tax, Sales Tax, wealth tax, service tax. Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities.

(b)According to the records of the company and information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues outstanding as at 31" March, 2012 for a period of more than six months from the date they became payable.

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

10. The Company does not have any accumulated business loss as at the end of the financial year and has not incurred Cash losses in the financial year and in the immediately preceding financial year.

11. The Company did not have any outstanding dues to any financial Institution, or debentures holder during the year.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/Societies are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities and debentures during the year under report.

However, as per the information & explanation given to us, proper records have been maintained by the Company for the investments made in the past.

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.

16. According to the information and explanation given to us, and on verification of records, we are of the opinion that the Company has applied the term loan for the same purpose for which the loans were taken.

17. On the basis of our examination of the Cash Flow statement, the fund raised on short term basis has not been used for long term investments.

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 during the year.

19. The Company has not issued any debentures during the year.

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

21. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co.

Chartered Accountants

Firm Regn. No. 104182W

Sd/-

(Jayesh Shah)

Proprietor

M.No. 033864

Place: MUMBAI

Data :30th Hay, 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of M/S. ANUVIN INDUSTIRES LIMITED, as at 31st March 2012, Statement of Profit and Loss and Cash Flow Statement of the Company 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 as amended by the Companies (Auditors report) (Amendment) order 2004 issued by the Central Government of India in term 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:

(a) 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;

(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 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, the statement of Profit and Loss and the 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.Except for Accounting standard 15 , "Accounting for Retirement Benefits in the Financial Statements of Employer". The liability has not been worked out by the Company and provided for.

(e) 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 section 274 (l)(g) of the Companies Act, 1956.

(f) 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 Subject to 1. Note No.17 and 45 of Notes to the accounts and Clause iii of Annexure referred to in Paragraph (3) of this report regarding loans and advances to parties covered u/s.301 for non recovery of

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2012.

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

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3^ OF AUDITOR''S REPORT OF EVEN DATE

As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Sections 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we report that:

1.(a) The Records of fixed assets showing full particulars including quantitative details and situation of fixed assets is under preparation.

(b) As explained to us, the assets have been physically verified by the management, which, in our opinion, is reasonable, considering the size and nature of the business.

The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) Though the Company has disposed off all the fixed assets during the year, In our opinion, the going concern status of the Company is not affected.

2.(a) As per the information furnished, the inventories have been physically verified by the management during the year at reasonable intervals, having regards to the nature of inventories, the frequency of physical verification is reasonable.

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

(c) The Company has maintained proper records of inventories on Computer. In our opinion and according to the information, there were no major discrepancies noticed on such verification.

3. (a) According to information and explanation given to us, on verification of the records we are of the opinion that the Company had given unsecured loan of Rs. 3,39,00,000/- to Neo Builders & Developers, a firm where a Director Mr. Naresh Mehta is interested. However the amount was given to them under business MOU, but on cancellation of MOU, the amount was converted in to loans. The amount outstanding at the year end is Rs.Nil. No interest has been charged to the loan during the yera. An advances of Rs. 1. is given during the year to Mr.Dilip Mehta, a Director of the Company without any agreement dated 15.06.2009 and 6th April, 2011

(b) According provided and from the verification of the records of the company, the firm where directors are interested is without interest, the terms and conditions prejudicial to the interest of the Company.

(c) The Company has not received any interest from Neo Builders & Developers and from Mr. Dilip Mehta as per the terms of the MOU during the financial year 2011-12.

(d) According to information and explanation given to us by the Company and from the verification of the records, we are of the opinion that the Company has recovered the entire amount of'' loan without any interest during the year from Neo Builders & Developers.

(e) According to the information and explanation given to us, on verification of the records, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

(f) & (g) As there is no loan taken, sub clause f and g is not applicable

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and Sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control System.

5. In our opinion and according to the information and explanations given to us, the Company has maintained a proper records for the Contracts or arrangements referred to in section 301 of the Companies Act 1956 that need to be entered in the register required to be maintained under that section.

b)According to the information and explanation given to us, on verification of the records, we are of the opinion that the transaction of purchase and sale of goods, materials and services made in pursuance of contracts arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- or more in respect of each parties have been recorded properly.

6. The company has not accepted any deposits from public within the meaning of section 58A and 58AA of the companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company does not have any internal audit system or any secretarial department or cell for internal audit, but looking at the quantum and value of transaction and the internal control procedures, the Company has enough control over the transactions of the business.

8. In our opinion, the Company is covered under section 209(l)(d) of the Companies Act,1956 and is required to maintain the cost records as required by the Act, According to information an explanation given to us by the management, they came to know about this recently only, hence the records are under preparation and shall be ready within short while.

9. (a)According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance Fund, Income Tax, Sales Tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities. .

(b)According to the records of the company and information and explanation given to us, there are no undisputed and any other statutory dues outstanding as at 31st March, 2012 for a period of more than six months from the date they became payable.

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

10. The Company does not have any accumulated business loss as at the end of the financial year and has not incurred Cash losses in the financial year and in the immediately preceding financial year.

11. The Company did not have any out standing dues to any financial Institution, or debentures holder during the year.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/Societies are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities and debentures during the year under report. However, as per the information & explanation given to us, proper records have been maintained by the Company for the investments made in the past.

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.

16. According to the information and explanation given to us, and on verification of records, we are of the opinion that the Company has applied the term loan for the same purpose for which the loans were taken.

17. On the basis of our examination of the Cash Flow statement, the fund raised on short term basis has not"been used for long term investments.

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 during the year.

19. The Company has not issued any debentures during the year.

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

21. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co.

Chartered Accountants

Firm Regn. No. 104182W

(Jayesh Shah)

Proprietor M.No. 033864

Place: MUMBAI

Date : 30.05.2012

---

Mar 31, 2011

We have audited the attached Balance Sheet M/S ANUVIN INDUTRIES LIMITED, as at 31st March 2011, the Profit and Loss Account and Cash Flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company management Our responsibility is to express an opinion on tees financial statements based on our audit.

we conduct our auditing accordance with auditing standards accepted in India. Those standards require that plan and perform the audit to obtain reasonable assurance whether the financial statements are of materials mistaken. An audit includes examine on a test basis evidence supporting the amounts and disclosure 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 as amended by the companies (Auditors report)(amendment) order 2004 issued by the central Government of India in terms of subsection (4A) of section 227 of the companies Act, 1956 we enclose in the annexure a statement on the matters spec field in paragraph 4 and 5 of thee said order.

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

a) we have obtained all the information and explanation which to the best of our knowledge and behalf were necessary for the purpose of our audit:

b)In our opinion proper books of accounts as required by law have been kept b by the company so far as appears from our explanation of these books,

c)The Balance sheet the profit and loss Account and Cash flow statement delta with by this report are in agreement with books of accounts:

d) In our opinion the Balance sheet the profit and loss Account and the cash Flow statement dealt with by this report comply with the accounting referred to in sub-section (3C) of section 211 of the companies Act, 1956. Expect for accounting standard 156, Accounting for retirement benefits in the financial statements of employer The Liability has blot worked out by the company.

e)On the basis of written representations received from thee directors as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointment as a directors in terms of section 274 (10 of the companies Act, 1956

f) In our opinion and to the best of our information and according to thee explanation 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 subject to 1. Note No.8 of notes to te accounts and clause III of Annexure referred to in paragraph (3) of this regarding loan and parties coward for no recover of advances.

i) In the case of balance sheet of the state of affirms of the company as at 31st March 2011

ii) In case of the profit and Loss Account of the Profit for the year ended that date and

iii) In the case of the Cash Flow Statements of the cash flows of the company for the year.

ANNEXURE REFERED TO IN PARAGRAPH OF AUDITORS RE[ORTOF EVEB DATE

As required by the companies (Auditors Report) order, 2003 issued by the company Law Board inn terms of section 227(4A) of the companies Act, 1956 and on the basis of such as we considered appropriate we report that:

1(a) The records of fixed assets showing full particular including quantitative details and situation of fixed assets is under preparation.

b)As explained to us, the assets been physically verified is reasonable and no material distances have been noticed nonesuch physical verification.

c) During the year, the company has not disputed off any substantial major part of fixed assets.

2.(a) As per the information furnished the company does not have any inventories hence clause is not applicable

c) a) According to information and explanation given to us, on verification of the needs we are of the opinion that the company unsecured loan of Rs 3,51,00,000/- to Neo builders & developers a firm where a director is interest However the amount was given to them under business MOU, but on cancellation of MOU, the amount was converted in to loans. The amount outstanding at the year ended is Rs 3,39,00,000l/-

(b) According to information and explanation provided and from the verification of tote records of the company, The rate of interest and other terms and conditions of the loans are not prima fade prejudicial to the Interest of the Company.

(c) The Company has not received-any Interest or Principal amount as per the terms of the MOW during the financial year 2010-11.

(d) According to Information and explanation given to us by the Company and from the verification of the records, we are of the opinion that the Company has not taken any reasonable steps to recover the amount of loan and Interest (e) According to the Information and explanation given to us, on verification of the records, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered In the register maintained under section 301 of the Companies Act, 1956 (0 - (a) As there Is no loan taken, sub clause fang Is not applicable

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of Inventory, fixed assets and Sale of goods & services.

Further, on the basis of our examination of the books and records of the Company, and according to the Information and explanation given to us, we have neither come across nor have been Informed of any continuing failure to correct major weakness in the aforesaid Internal control System.

5. In our opinion and according to the information and explanations given to us, the Company has maintained a proper records for the Contracts or arrangements referred to in section 301 of the Companies Act 1956 that need to be entered in the register required to be maintained under that section.

b)According to the Information and explanation given to us, on verification of the records, we are of the opinion that the transaction of purchase and sale of goods, materials and services made In pursuance of contracts arrangements entered In the register maintained under Section 301 of the Companies Act, 1956'aggregating during the year to Rs. 5,00,000/- or more in respect of each parties have been recorded properly.

6. The company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company does not have any Internal audit system or any secretarial department or cell for internal audit, but looking at the quantum and value of transaction and the internal control procedures, the Company has enough control over the transactions of the business.

8. The Company is not covered under section 209(l){d) of the Companies Act,1956 hence, not required to maintain cost records.

9. (a)According to the information and explanations given to us and the records examined by us, the Company Is generally regular In depositing undisputed statutory dues Including Provident Fund, Employees' State Insurance Fund, Income Tax, Sales Tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities.

(b)According to the records of the company and information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

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

10. The Company does not have any accumulated business loss as at the end of the financial year and has not incurred Cash losses in the financial year and in the immediately preceding financial year.

11. The Company did not have any out standing dues to any financial Institution, or debentures holder during the year.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/Societies are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities and debentures during the year under report. However, as per the Information & explanation given to us, proper records have been maintained by the Company for the investments made in the past.

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.

16. In our opinion and according to the information and explanation given to us, The Company has not taken any term loan from the Bank during the year.

IV. On the basis of our examination of the Cash Flow statement, the fund raised on short term basis has not been used for long term Investments.

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 during the year.

19. The Company has not issued any debentures during the year.

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

21. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For jayesh R. SHAH & CO

Chartered Accountants

Firmregn No. 104182W

(Jayesh Shash)

Proprietor

M.NO.033864

Place; Mumbai

Date: 18.08.2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/S. ANUVIN INDUSTIRES LIMITED, as at 31st March 2010, the Profit and Loss Account and Cash Flow Statement of the Company 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 as amended by the Companies (Auditors report) (Amendment) order 2004 issued by the Central Government of India in term 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:

(a) 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;

(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 Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit and Loss Account and the 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.Except for Accounting standard 15 , "Accounting for Retirement Benefits in the Financial Statements of Employer". The liability has not been worked out by the Company.

(e) 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 section 274 (l)(g) of the Companies Act, 1956.

(f) In our opinion arid to the best of our information and according to the explanations given to MS the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view subject to note ho. 8 of notes to the accounts:

In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010.

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

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (3) OF AUDITORS REPORT OF EVEN

DATE

As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Sections 227 (4 A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we report that;

1 .(a) The Records of fixed assets showing full particulars including quantitative details and situation of fixed assets is under preparation.

(b) As explained to us, the assets have been physically verified by the management, which, in our opinion, is reasonable, considering the size and nature of the business.

The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial/major part of fixed assets.

2.(a) As per the information furnished, the Company does not have any inventories hence this clause is not applicable

3. (a) According to information and explanation given to us, on verification of the records we are of the opinion that the Company has granted unsecured loan of Rs. 3,51,00,000/- to Neo Builders & Developers, a firm where a Director is interested. However the amount was given to them under business MOU, but on cancellation of MOU, the amount was converted in to loans.

(b) According to information and explanation provided and from the verification of the records of the company, The Joan shall be interest bearing from the year 2010-11 as per the terms of the MOU.

(c) The receipt of the Principle amount and interest shall start from the year 10-11 as per the terms of the MOU.

(d) According to information and explanation given to us by the Company and from the verification of the records, we are of the opinion that there is no over due amount of the loans as per the terms.

(e) According to the information and explanation given to us, on verification of the records, the Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and Sale of goods & services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control System.

5. In our opinion and according to the information and explanations given to us, the Company has maintained a proper records for the Contracts or arrangements referred to in section 301 of the Companies Act 1956 that need to be entered in the register required to be maintained under that section.

b)According to the information and explanation given to us, on verification of the records, we are of the opinion that the transaction of purchase and sale of goods, materials and services made in pursuance of contracts arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs, 5,00,000/- or more in respect of each parties have been recorded properly.

6. The company has not accepted any deposits from public within the meaning of section 58 A and 58 AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company does not have any internal audit system or any secretarial department or cell for internal audit, but looking at the quantum and value of transaction and the internal control procedures, the Company has enough control over the transitions of the business,

8. The Company is not covered under section 209(l)(d) of the Companies Act,1956 hence, not required to maintain cost records.

9. (a)According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance Fund, Income Tax, Sales Tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities.

(b) According to the records of the company and information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues outstanding as at 31st March, 2010 for a period of more than six months from the date they became payable. (c)According to the information and Explanation given to us there are no dues of income tax, sales tax, wealth tax, and service tax, which have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have any accumulated business loss as at the end of the financial year and has not incurred Cash losses in the financial year and in the immediately preceding financial year.

11. The Company did not have any out standing dues to any financial Institution, or debentures holder during the year.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/mdhi/mutua! benefit fund/Societies are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities and debentures during the year under report. However, as per the information & explanation given to us, proper records have been maintained by the Company for the investments made in the past.

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.

16. In our opinion and according to the information and explanation given to us, The Company has not taken any term loan from, the Bank during the year.

17. On the basis of our examination of the Cash Flow statement, the fund raised on short term basis has not been used for long term investments.

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 during the year.

19. The Company has not issued any debentures during the year.

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

21. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co.

Chartered Accountants

Firm Regn. No. 104182W

(Jayesh Shah)

Proprietor

M.No. 033864

Place: MUMBAI

Date: 25.08.2010

---

Mar 31, 2009

We have audited the attached Balance Sheet of M/S. ANUVIN INDUSTIRES LIMITED, as at 31" March 2009, the Profit and Loss Account and Cash Flow Statement of the Company 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 aterial 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 as amended by the Companies (Auditors report) (Amendment) order 2004 issued by the Central Government of India in term 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:

(a) 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;

(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 Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

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

(e) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of section 274 (l)(g) of the Companies Act, 1956.

(f) 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 subject to note no. 8 of notes to the accounts:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2009.

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

(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH (31 OF AUDITORS REPORT OF EVEN DATE

As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Sections 227 (4A) of the Companies Act, 1956 and on the basis of such checks as we considered appropriate, we report that:

l.(a) The Records of fixed assets showing full particulars including quantitative details and situation of fixed assets is under preparation.

(b) As explained to us, the assets have been physically verified by the management, which, in our opinion, is reasonable, considering the size and nature of the business.

The frequency of verification is reasonable and no material discrepancies have been noticed on such physical verification.

(c) During the year, the Company has not disposed off any substantial/major part of fixed assets.

2.(a) As per the information furnished, the Company does not have any inventories hence this clause is not applicable

3. The Company has neither granted nor taken any loans secured or unsecured, to or from » Companies, firm or other Parties covered in the register maintained under section 301 of Companies Act, 1956. As the Company has not granted /taken any loans, clauses (iii) (b), (iii) (c), (iii) (d), (iii) (e), (iii) (f) and (iii) (g) of paragraph 4 of the said order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and Sale of goods 8s services.

Further, on the basis of our examination of the books and records of the Company, and according to the information and explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control System.

5. In our opinion and according to the information and explanations given to us, the Company has maintained a proper records for the Contracts or arrangements referred to in section 301 of the Companies Act 1956 that need to be entered in the register required to be maintained under that section.

b)According to the information and explanation given to us, on verification of the records, we are of the opinion that the transaction of purchase and sale of goods, materials and services made in pursuance of contracts arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- or more in respect of each parties have been recorded properly.

6. The company has not accepted any deposits from public within the meaning of section 58A and 58AA of the Companies Act, 1956 and the rules framed there under.

7. In our opinion, the Company does not have any internal audit system or any secretarial department or cell for internal audit, but looking at the quantum and value of transaction and the internal control procedures, the Company has enough control over the transitions of the business.

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

9. According to the information and explanations given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance Fund, Income Tax, Sales Tax, wealth tax, service tax, Custom Duty, Excise Duty, Cess and other statutory dues with appropriate authorities.

According to the records of the company and information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Service Tax, Customs Duty, Sales Tax, Excise Duty, PF, ESIC and any other statutory dues outstanding as at 31st March, 2009 for a period of more than six months from the date they became payable.

According to the information and Explanation given to us there are no dues of income tax, sales tax, wealth tax, and service tax, which have not been deposited with the appropriate authorities on account of any dispute.

10. The Company does not have any accumulated business loss as at the end of the financial year and has not incurred Cash losses in the financial year and in the immediately proceeding financial year.

11. The Company did not have any out standing dues to any financial Institution, or debentures holder during the year.

12. The Company has not granted loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/Societies are not applicable to the Company.

14. The Company has not dealt or traded in shares, securities and debentures during the year under record. However, as per the information & explanation given to us, proper records have been maintained by the Company for the investments made in the past.

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.

16. In our opinion and according to the information and explanation given to us, The Company has not taken any term loan from the Bank during the year.

17. On the basis of our examination of the Cash Flow statement, the fund raised on short term basis has not been used for long term investments.

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 during the year.

19. The Company has not issued any debentures during the year.

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

21. On the basis of our examination and according to the information and explanations given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.

For Jayesh R. Shah & Co. Chartered Accountants

(Jayesh Shah) Proprietor M.No. 033864

Place: MUMBAI Date : 25.07.2009