Auditor Report of Nitin Fire Protection Industries Ltd.

Mar 31, 2014

We have audited the accompanying Financial Statements of Nitin Fire Protection Industries Limited ("the Company"), which comprise 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 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.

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 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 auditors'' 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 qualified audit opinion.

Basis for Qualified Opinion

A) As more clarified in Note no. 34 to the notes to the financial statements, no provision has been made by the Company in respect of its dispute with a bank for a claim made by the bank for Rs. 50,133,481 on a derivative contract entered into by its erstwhile subsidiary (now an associate), the liability for which has been taken over by the Company. The Company has not determined the quantum of mark to market losses as of the Balance Sheet date on the above contract and have relied on a legal opinion in the matter wherein no liability is expected. Pending the final settlement of the matter, we are unable to quantify the extent of provision required, if any in this regard.

B) As more clarified in Note no. 41 to the notes to the financial statements, provision of Rs. 450,000 has been made for penalty towards compounding of offence petitions filed for the alleged non-compliance of several provisions of the Act before Ministry of Finance, Department of Company Affairs. Based on opinion obtained, the Company expects maximum penalty of Rs. 450,000 on disposal of its petitions. Pending disposal of petition, we are unable to quantify the extent of additional provision required, if any, in this regard.

Emphasis of Matter

We draw attention to:

As more clarified in Note no. 48 to the notes to the financial statements, relating to the Exposure in Worthington Nitin Cylinders Private Limited (WNCPL), aggregating Rs. 461,154,781 as at March 31, 2014 (Previous year Rs. 461,154,781), where the net worth of WNCPL has been substantially eroded. The Management has, barring any significant uncertainties in future, relied upon valuation of Fixed Assets and net Current Assets of WNCPL for the recoverability of the investment.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the Basis for Qualified Opinion paragraph, the Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(b) in the case of the Statement of Profit and Loss, 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 (Auditors'' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub- section (4A) of Section 227 of the Companies Act, 1956, 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 Companies Act, 1956, 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 except for the matter described in the Basis for Qualified Opinion paragraph;

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. except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

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

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of Nitin Fire Protection Industries Limited on the financial statements for the year ended March 31, 2014]

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

(b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

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

(b) The procedures 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted unsecured loan to one company covered in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs. 21,69,29,179 and the year end balance of loan granted to such party was NIL.

(b) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and conditions of the loan given by the company are not prejudicial to the interest of the company.

(c) As there is no outstanding balance receivable clause (c) and (d) of the order is not applicable.

(d) The company has taken unsecured loan from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 11,00,000 and the year end balance of loan granted by such party was NIL.

(e) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the company.

(f) As there is no outstanding balance payable clause (g) of the order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct weakness in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of the contracts or arrangements referred to in Section 301 of the Act that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system which needs to be further strengthened to make it commensurate with the size of the company and nature of its business

(viii) We have broadly reviewed the books of account maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-Section (1) of Section 209 of the Act and we are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, service tax, customs duty, 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 provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other undisputed statutory dues were outstanding, at the year end, 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, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the company has given guarantee for loans taken by a subsidiary from banks, the terms and conditions whereof are not prejudicial to the interest of the Company.

(xvi) The Company has not obtained any term loans.

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

(xviii) According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, no debentures have been issued by the Company during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the Management.

For Haribhakti & Co. Chartered Accountants FRN No.103523W

Sd/- Sumant Sakhardande Mumbai Partner May 17, 2014 Membership No.34828

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Nitin Fire Protection Industries 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.

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 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 auditors'' judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation ofthe financial statements.

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

Basis for Qualified Opinion

(a) As more fully explained in note no. 34 to the notes to the financial statements, no provision has been made by the Company in respect of its dispute with a bank for a claim made by the bank for Rs. 50,133,481/- on a derivative contract entered into by its erstwhile subsidiary (now an associate), the liability for which has been taken over by the Company. The Company has not determined the quantum of mark to market losses as of the balance sheet date on the above contract and have relied on a legal opinion in the matter wherein no liability is expected. Pending the final settlement ofthe matter, we are unable to quantify the extent of provision required, if any in this regard.

(b) As more fully explained in note no. 42 to the notes to the financial statements, provision of Rs. 450,000 has been made for penalty towards compounding of offence petitions filed for the alleged non-compliance of several provisions of the Act before Ministry of Finance, Department of Company Affairs. Based on opinion obtained, the Company expects maximum penalty of Rs. 450,000 on disposal of its petitions. Pending disposal of petition, we are unable to quantify the extent of additional provision required, if any, in this regard.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) ofthe 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 except for the matter described in the Basis for Qualified Opinion paragraph;

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. except for the effects / possible effects of the matter described in the Basis for Qualified Opinion, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the accounting standards referred to in sub-section (3C) of section 211 ofthe Act;

e. on the basis of written representations 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 2/4 of the Companies Act, 1956.

ANNEXURE TO AUDITORS'' REPORT

[Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report of even date to the members of Nitin Fire Protection Industries Limited ("the Company") on the financial statements for the year ended March 31, 2013]

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

(b) Fixed assets have not been physically verified by the management during the year. Accordingly, the discrepancies, if any, could not be ascertained and therefore, we are unable to comment on whether the discrepancies,if any, have been properly dealt with in the books of account.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year.

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

(b) The procedures 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification carried out at the end of the year.

(iii) (a) The Company has granted unsecured loan to one company covered in the register maintained under section 301 ofthe Companies Act, 1956. The maximum amount involved during the year was Rs. 264,590,844 and the year end balance of loan granted to such party was nil.

(b) In our opinion and according to the information and explanations given to us , the rate of interest and other terms and conditions of the loans given by the company are not prejudicial to the interest ofthe company.

(c) As there is no outstanding balance receivable clause (c) and (d) ofthe order are not applicable.

(e) The Company has taken unsecured loans from two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 5,47,00,000 and the year end balance of the loan taken from such parties was nil.

(f) In our opinion, the rate of interest and other terms and conditions for such loans are not, prima facie, prejudicial to the interest of the Company.

(g) As there is no outstanding balance payable clause (g) ofthe order is not applicable

(iv) In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal control system ofthe company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit system which needs to be further strengthened to make it commensurate with the size of the Company and the nature of its business.

(viii) We have broadly reviewed the books of account maintained by the company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of sub-section (1) of Section 209 of the Act and we are ofthe opinion that prima facie, the prescribed accounts and records have been made and maintained.

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

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441 A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, undisputed dues in respect of provident fund, investor education and protection fund, employees'' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty, cess and other statutory dues which were outstanding, at the year end for a period of more than six months from the date they became payable are as follows:

Name of Nature of Amount Period to which the Due Date Date of the statute the dues (Rs.) amount relates Payment

Service Tax Service tax 2,017,102 F.Y2011-12 31.3.2012 Unpaid Act and rules

(c) According to the records of the company, the dues outstanding of income tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess which have not been deposited on account of any dispute, are as follows:

Name of Nature of Amount Period to which the Forum where dispute is the statute dues (Rs.) amount pending relates

Income Tax Income tax 6,241,100 A.Y 2010-11 Assistant Commissioner of Act 1961 Income Tax

(x) The company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted loans & advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, the company has given guarantee for loans taken by a subsidiary from banks, the terms and conditions whereof are not prejudicial to the interest ofthe Company.

(xvi) The Company has not obtained any term loans.

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

(xviii) According to the information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 ofthe Act.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Haribhakti & Co.

Chartered Accountants

FRN No.103523W

Sd/-

Sumant Sakhardande

Mumbai Partner

May 23, 2013 Membership No.34828

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Nitin Fire Protection Industries Limited ('the Company') as at March 31, 2012 and also the Statement of Profit and Loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, (as amended), issued by the Central Government of India in terms of sub- section (4A) of Section 227 of 'The Companies Act, 1956' of India (the 'Act') and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the paragraph 3 above, we report that:

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

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

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account;

iv. In our opinion, the balance sheet, statement of profit and loss 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. On the basis of written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

5. (a) The Company executes composite contracts with its customers for the supply and installation of fire protection system. Based on the nature of the activity, execution of work and the contracts entered into by the company, the contract revenue and contract costs need to be accounted by adopting the percentage of completion method as prescribed under AS 7 "Construction Contracts". However the Company has accounted the revenue as per AS 9 "Revenue Recognition" based on the dispatch of material and on completion of installation work. The impact due to above is presently not ascertainable.

(b) The Company is in dispute with a bank for a claim made by the bank for Rs. 50,133,481/- on a derivative contract entered into by its erstwhile subsidiary, the liability for which has been taken over by the Company. The erstwhile subsidiary is now an associate based on a sale of its 40% share and increase in paid up capital of the associate. The Company has not determined the quantum of mark to market losses as of the balance sheet date on the above contract and have relied on a legal opinion in the matter wherein no liability is expected. Pending the final settlement of the matter, we are unable to quantify the extent of provision required, if any in this regard.

(c) The Company is in the process of obtaining details regarding identification of creditors registered under the Micro, Small and Medium Enterprise Development Act, 2006.

6. In our opinion and to the best of our information and according to the explanations given to us, subject to the effects of our observations given in paragraph 5 above, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Nitin Fire Protection Industries Limited on the financial statements for the year ended March 31, 2012]

(i) (a) The Company has not maintained full particulars, including quantitative details and situation of fixed assets, and is in the process of updating its fixed assets register.

(b) The fixed assets are not being physically verified by the management during the year. Hence we are unable to comment on the discrepancies, if any.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the Company during the year.

(ii) (a) The inventory has been physically verified by the management at the end of the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures 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 is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 255,280,544/- and the year-end balance of loan granted to such party was Rs. 253,090,844/-.

(b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of the loans given by the Company, are not prejudicial to the interest of the Company.

(c) The principal amount is repayable on demand and there is no repayment schedule.

(d) The principal amount is repayable on demand and therefore the question of overdue amounts does not arise.

(e) As informed, 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. Consequently, the requirement of Clauses (iii) (f) and (iii) (g) of paragraph 4 of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct weakness in internal control system of the Company.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Companies Act, 1956 that need to be entered into the register maintained under section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of five lakhs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under.

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

(viii) In our opinion and according to the information and explanation given to us, the Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the company.

(ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, service tax, customs 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 provident fund, investor education and protection fund, income-tax, wealth-tax, service tax, sales-tax, customs duty, cess and other undisputed statutory dues were outstanding, at the year end, 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, service tax, customs duty and cess which have not been deposited on account of any dispute.

(x) The company does not have accumulated losses as at 31st March, 2012 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause (xiv) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to information and explanation given to us, the company has given guarantees for loans taken by subsidiaries from banks. The terms and conditions whereof are, not prejudicial to the interests of the Company.

(xvi) The Company did not have any term loans outstanding during the year.

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

(xviii)According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money by way of public issue during the year.

(xxi) During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor have we been informed of such case by the management.

For Haribhakti & Co.

Chartered Accountants

FRN No.103523W

Sd/-

Sumant Sakhardande

Partner

Membership No.34828

Mumbai

May 29, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of Nitin Fire Protection Industries Limited ('the Company') as at March 31,2011, the Profit and Loss account and Cash Flow Statements for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, (CARO), issued by the Central Government of India in terms of sub-section (4A) of Section227 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.

4. Furtherto our comments in the paragraph 3 above, wereportthat:

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

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

iii. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

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

5. (a) The company executes composite contracts with its customers for the supply and installation of fire protection system. Based on the nature of the activity, execution ofwork and the contracts entered into bythecompany the contract revenue andcontract costsneed to be accounted by adopting the percentage of completion method as prescribed under AS 7 "Construction Contracts". However, the company has accounted the revenue as per AS 9 "Revenue Recognition " based on the dispatch of material and on completion of installation work. The impact due to above is presently not as certainable.

(b) As stated in note 21 of the Schedule O, the Company is in dispute with a bank for a claim made by the bank for Rs. 50,133,481 on a derivative contract entered into by its erstwhile subsidiary, the liability for which has been taken over by the Company. The erstwhile subsidiary is now an associatebased on a sale of its 40% share and increase inpaid up capital of the associate.The Company has not determined the quantum of mark to market losses as of the balance sheet date on the above contract and have relied on a legal opinion in the matter wherein no liability is expected. Pending the final settlement of the matter, we are unable to quantify the extent of provision required if any in this regard.

(c) As stated in note 6 of the Schedule O, the Company is in process of obtaining details regarding identification of creditors registered underthe Micro, Small and Medium Enterprise Development Act, 2006.

6. In our opinion and to the best of our information and according to the explanations given to us, subject to the effects of our observations

give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31,2011;

b) in the case of the profit and loss account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS' REPORT

[Referred to in paragraph 3 of the Auditors' Report of even date to the members of Nitin Fire Protection Industries Limited on the financial statements for the year ended March31,2011]

(i) (a) The company has not maintainedfull particulars, including quantitative details and situation offixed assets, and is inthe process of updating its fixed assets register.

(b) The fixed assets are not being physically verified by the management during the year. Hence we are unable to comment on the discrepancies, if any.

(c) Therewasno substantial disposal of fixed assets during the year.

(ii) (a) The inventory has been physically verified by the management at the end of the year, m our opinion, the frequency of verification is reasonable

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

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

(iii) (a) As informed, the Company has not granted or taken any loans, secured or unsecured to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

Accordingly, clauses (iii) (b), (c) and (d) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Companyand hence, not reported upon.

(iv) In our opinion and according to the information and explanations given to us, there exists 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 with regard to the sale of goods.Durmg the course of our audit, no major weakness has been noticed in the internal control system in respect of these areas. Duringthe course of our audit, we have not observed any continuing failure to correct major weakness in internal control system ofthe company.

(v) The Company does not have any transaction with 301 parties, hence clause (v) (a) and (b) ofthe Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(vi) The company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA ofthe Act and the rules framedthereunder.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion requires to be enlarged to be commensurate withthesizeandnatureofitsbusiness.

(viii) To the best of our knowledge and as explained, the Central Government of India has not prescribed maintenance of cost records under clause(d) of sub-section(l) of Section209 of the Companies Act, 1956 for the products of the company.

(ix) (a) Undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise duty, service tax, cess and any other statutory dues have generally been regularly deposited with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act,1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise duty, service tax, cess and any other undisputed statutory dues were outstanding, at the year end, 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 provident fund, employees' state insurance, income-tax, sales-tax, wealth-tax, customs duty, excise duty, service tax, cess and any other statutory dues which have not been deposited on account of any dispute.

(x) The company does not have accumulated losses at the end of the financial year and has not incurred cash losses in current and immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks.

(xii) According to the information and explanations given to us and based on the documents andrecords produced 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.

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

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the company has given guarantees for loans taken by subsidiaries from baris.The terms and conditions where of are, not prejudicial to the interests of the Company

(xvi) The Company did not have any term loans out standing during the year.

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

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act, hence, clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 is not applicable and not reported upon.

(xix) The Company did not have any out standing debentures during the year.

(xx) The Company has not raised any money by public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Haribhakti & Co.

Chartered Accountants FRN:103523W

Sd/-

Sarah George

Partner

Membership No.: 45255

Mumbai

May 29,2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Nitin Fire Protection Industries Limited (the Company) as at March 31, 2010, the Profit and Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto (collectively, together with the schedules and the notes thereto comprising the Financial Statements), which we have signed under reference to this report. These financial statements are the responsibility ofthe Companys Management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

1. 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 misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of financial statements. Webelieve that ouraudiprovides a reasonable basis for our opinion.

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

3. Furtherto our comments in the Annexure referred to above, wereportthat:

(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) inouropinion,properbooksofaccountasrequiredbylawhavebeenkept by the Company so far as appears from our examination of thosebooks;

(c) the financial statements dealt with by this report are in agreement with the books of account;

(d) in our opinion, financial statements dealt with by this report comply with the mandatory accounting standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended) issued by the Central Government in exercise ofthe power conferred undersub-section (I) (a) of section 642 of the Act, readtogether with section 211(3C)oftheAct;

(e) on the basis of written representations received from the Directors, and taken on record by the Board of Directors ofthe Company. none ofthe Directors is disqualified as on March 31,2010 from being appointed as a Director in terms of clause (g) of sub-section (1) ofSection274oftheAct;

(f) in our opinion and to the best of our information and according to the explanations given to us, the financial statements dealt with this report give the information required by the Act, in the manner so required and present a true and fair view in conformity with the accountingprinciplesgenerallyacceptedinIndia;inthecaseof:

(i) the Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2010;

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

(iii) the Cash Flow Statement, ofthe cash flows for the year ended on that date.

Annexure to the Auditors Report of even date to the members of Nitin Fire Protection Industries Limited (the Company), on the financial statements for the year ended March31,201U

Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to usTandthebooksofaccountandotherrecords examined byus in thenormalcourseof audit, wereportthat:

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

(b) All the fixed assets have been physically verified by the management during the year, which in our opinion is reasonable having regard to the size of the Companyandnatae of its assets. No material discrepancies were noticed on such physical verification.

(c) In our opinion, the Company has not disposed of a substantial part of fixed assets during the year. Accordingly, the provisions of clause 4 (1) (c) ofthe Order are not applicable.

(ii) (a) Inventoryhas been physically verified by the management at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the sizeoftheCompanyandthenatureofitsbusiness.

(c) The Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification of inventory as compared to the bookrecords.

(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 301 of the Act. Accordingly, the provisions of clauses 4(iii) (b), (c) and (d) of the Order are not applicable.

(b) The Company has taken interest free unsecured loan from one party covered in the register maintained under section 301 ofthe Act. The maximum outstanding and closing balance was Rs^.OOooOO. The other terms and conditions are not prejudicial to the interests ofthe Company. The Company is regular in repaying the principal amount. There were no other loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 ofthe Act.

(iv) hi our opinion, there is an adequate internal control system commensurate with the size ofthe Company and the nature of its business for

the purchase of inventory, fixed assets and also for sale of goods. During the course of our audit, no major weaknesses have been noticed in the internal control system in respect of these areas.

(v) (a) In our opinion, the transactions made in pursuance of contracts or arrangements which needed to be entered in the register maintained under section 301 of the Act have been soentered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and exceeding Rs.500,000 in respect of any party during the year, have been made at prices which are reasonable havingregardtoprevailingmarketpriceattherelevanttime

(vi) The Company has not accepted any deposits from the pubhc with inthemeningof Sections 58 A and 58AA ofthe Act and the Companies (Acceptance of Deposits) Rules, 1975 Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii)in our opinion,the Company has an internalauditsystem commensurate with its size and nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records by the Company under Section 209(l)(d) of the Act for any of its products. Accordmgly,the provisions of clause 4(viii) of the Order are not apphcabL

(ix) (a) Amounts deducted/accrued in the books of account in respect of undisputed statutory dues including Provident Fund, Investor

Education and Protection Fund, Employees State Insurance, Income-tax, Sales tax, Wealth tax, Service tax, Customs duty and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate

section comes into force has not yet been notified by the Central Government. No undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax, Service tax, Customs duty and other material statutory dueswerein arrears as at March 31,2010 for a period of more than six months from thedatetheybecamepayable.

(b) There are no dues of Income tax, Sales tax, Wealth tax and Customs duty which have not been deposited with the appropriate authorities on account of any dispute except in respect of Income tax under the Income Tax Act, 1961 of Rs.593,529 for the F.Y.2007-08 which is pending before the Commissioner of Income Tax (Appeals). As explained to us, the provisions of Excise duty are not applicable to the Company. Inrespect of Cess refer to our comments in Para (ix) (a) above.

(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash losses in the current and the immediatelyprecedingfinancialyear.

(xi) The Company has not defaulted in repayment of dues to a bank. The Company did not have any debentures outstanding during the year. Accordingly the provisions of clause4(xi) of the Order are not applicable

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

(xiii)The Company is neither a chit fundnoranidhi/mumal benefit fund/society. Accordmgly, the provisions of clause4(xiii) of the Order are not applicable. (xiv) The Company is not dealing in or trading in shares, securities, debentures and other investments. The Company has maintained proper records of shares and other investments and timely entries have been made therein. All shares have been held by the Company in its own name.

(xv) m our opinion and the representations made by the Management, guarantees given by the Company for loans taken by wholly owned subsidiaries from baris is prima facie not prejudicial to the interests of the Company.

(xvi) The Company has not taken any term loans during the year.Accordingly, the provisions of clause 4 (xvi) of the Order are not applicable.

(xvii) Based on an overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short term basis have been used for long term investment.

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of theAct. Accordingly, ^provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions ofclause 4(xix) of the Orderarenotapplicable.

(xx) The Company has not raised any money by a public issue during the year. Accordingly,the provisions of clause4(xx)of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For Tolia& Associates Chartered Accountants FirmRegistrationNumber:111017W

Sd/- Kiran P.Tolia Proprietor Membership Number: 43637

Mumbai August 17, 2010