Auditor Report of Pazel International Ltd.

Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT

TO THE MEMBERS OF

PAZEL INTERNATIONAL LIMITED

(FORMERLY RUTRON INTERNATIONAL LIMITED)

REPORT ON THE IND AS FINANCIAL STATEMENTS

We have audited the accompanying Ind AS financial statements of PAZEL INTERNATIONAL LIMITED (FORMERLY RUTRON INTERNATIONAL LIMITED) (“the Company”), which comprise the Balance Sheet as at 31st March 2018, Statement of Profit and Loss, including the statement of Other comprehensive Income, the Cash Flow Statement and the Statement of changes in Equity for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Ind AS Financial Statements”).

MANAGEMENT’S RESPONSIBILITY FOR THE IND AS FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to preparation of these Ind AS Financial Statements that give a true and fair view of the state of affairs (Financial Position), Profit or Loss (Financial Performance including Other comprehensive Income), Cash Flows and the changes in Equity of the Company in accordance with the Accounting Principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

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 the design, implementation and maintenance of adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS 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 Ind AS 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 thereunder.

We conducted our audit of the Ind AS Financial Statements in accordance with the Standards specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Ind AS Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS 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 Ind AS 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 Ind AS 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 Ind AS Financial Statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at 31st March, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity 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 Companies Act, 2013, we give in the Annexure (A), a statement on the matters specified in paragraphs 3 and 4 of “the Order” to the extent applicable.

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

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

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

c. The Balance Sheet, statement of Profit and Loss including the Statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, Companies (Indian Accounting Standards) Rules, 2015, as amended.

e. On the basis of written representations received from the directors as on 31 March 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2018, from being appointed as a director under sub section (2) of section 164 of the Act.

f. With respect to adequacy of the internal financial control system over financial reporting of the Company and the operating effectiveness of such Controls, refer to our separate report in Annexure (B). Our report expresses the unmodified opinion on the adequacy and operating effectiveness of Company''s internal finance control over financial reporting.

g. With respect to the other matters included in the Auditor’s Report in accordance with the rule 11 of Companies ( Audit and Auditors) Rule 2014 as amended, 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 would impact its financial position in its Ind AS financial statements.

ii. The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses in its financial statements.

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

OTHER MATTER

The comparative financial information of the Company for the year ended 31st March, 2017 and the transition date opening Balance Sheet as at 01st April, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended 31st March, 2017 and 31st March, 2016 dated 26th May, 2017 and 27th May, 2016 respectively expressed an unmodified opinion on those Ind AS financial statements.

Our opinion is not modified in respect of above matter.

(Referred to in paragraph 1 under the heading "Report on other legal and regulatory requirements” of our report of even date on account of Pazel International Limited (Formerly Rutron International Limited)("the Company”) for the year ended 31st March 2018.

(i) In Respect of the Fixed Assets:

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

(b) As informed and represented to us by the management of the company, fixed assets have been physically verified by the management during the period under review and no material discrepancies noticed during such physical verification of fixed assets.

(c) According to the information and explanation given to us, the company does not hold any immovable properties in its own name during the period under review.

(ii) In Respect of Inventories:

(a) The management had conducted the physical verification of inventory at reasonable intervals.

(b) The Discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

(iii) According to the information and explanation given to us, during the period under review, the Company has not granted any loans whether secured or unsecured to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under section 189 of the Companies Act, 2013. Therefore details under Sub Clause (a), (b) & (c) of Clause 3 (iii) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

(iv) During the period under review, the Company has not directly or indirectly advanced any loan to any of the directors or to any other person in whom the directors are interested or given any guarantees or provided any securities in connection with the loan taken by them or such other person pursuant to the provisions of section 185 nor made any investments pursuant to the provisions of section 186 of Companies Act 2013. Hence the details thereof are not applicable as required under clause 3 (iv) of the Companies (Auditor’s Report) Order, 2016.

(v) The Company has not accepted any deposits from public, covered under the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, during the period under review. Therefore, clause 3 (v) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(vi) As per information and explanation given by the management, provisions in relation to maintenance of cost records as specified by the central Government under sub section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company. Therefore, clause 3 (vi) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(vii) In Respect of Statutory Dues:

(a) According to information and explanation given to us and on the basis of the records of the Company, undisputed statutory dues including provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, Duty of customs, Duty of excise, Value added tax, GST, cess and any other statutory dues have been regularly deposited with the appropriate authorities.

According to the information and explanation given to us, there are no undisputed amounts payable in respect of provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, duty of customs, duty of excise, value added tax, GST, cess and any other statutory dues were in arrears as at 31st March 2018, for a period of more than six months from the date they became payable.

(b) According to the records of the Company and explanation given to us, there are no material dues of provident fund, Employees’ State Insurance, profession tax, income-tax, service tax, Duty of customs, Duty of excise, Value added tax, GST, cess and any other statutory dues on account of dispute which have not been deposited with the appropriates authorities on account of any disputes as on 31st March, 2018, other than the details which are given below :

Name of Statute	Nature	Forum where dispute	Period for which the	Amount
	of Due	is pending	amount relates	(in Lacs)
The Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (Appeals)	AY-2012-13	Rs. 204.22
The Income Tax Act, 1961	Income Tax	Commissioner of Income Tax (Appeals)	AY-2015-16	Rs. .1.54

(viii) Based on our audit procedures and the information and explanation given by management, the company has not borrowed funds from financial institutions, banks nor money raised through the issue of debentures during the period under review. Therefore details required to be disclosed under clause 3 (viii) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(ix) According to the records of the Company and explanation given to us, the company has not raised money by way of Initial Public Offer(IPO)or further public offer(including debt instruments)and term loans during the period under review, therefore, clause 3(ix) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company

(x) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Ind AS financial statements and as per information and explanation 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.

(xi) Based upon the audit procedures performed and the information and the explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) As per information and explanation given by the management, the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/ Society. Therefore, clause 3(xii) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company.

(xiii) As per information and explanation given by the management, all transaction switch the related parties are incompliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in the standalone financial statements etc., as required by the applicable accounting standards.

(xiv) As per information and explanation given by the management, the company has not made any preferential allotment or private place mentor shares or fully or partly convertible debentures during the period under review, hence requirement of section 42 of the Companies Act, 2013 are not applicable to the company. Therefore, details under clause 3(xiv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company

(xv) As per information and explanation given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Therefore, compliance pursuant to the provisions of section 192 of Companies Act 2013 is not applicable. Therefore, details under clause 3 (xv) of the Companies (Auditor’s Report) Order, 2016 are not applicable to the company.

(xvi) As per information and explanation given by the management, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, clause 3 (xvi) of the Companies (Auditor’s Report) Order, 2016 is not applicable to the company

(Referred to in paragraph 2(f) under the heading “Report on other legal and regulatory requirements” of our report of even date on account of Pazel International Limited (Formerly Rutr on International Limited) (“the Company”)for the year ended 31^st March 2018, Report on the Internal Financial Controls under Clause (i) of Sub section 3 of section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Pazel International Limited (Formerly Rutron International Limited) (“the Company”) as of 31^st March, 2018 in conjunction with our audit of the Ind AS financial statements of the company for the year ended on that date.

MANAGEMENT''S RESPONSIBILITY FOR THE INTERNAL FINANCIAL CONTROLS

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essentials components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company''s policies, the Safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS'' RESPONSIBILITY

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We have conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by the Institute of Chartered Accountants of India and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company’s internal financial control over financial reporting includes policies and procedures that :

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the Company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, to the best of our information and according to the explanation given to us, 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, 2018, 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.

For MNNY & Associates

Chartered Accountants FRN: 114018W

Sd/-

CA Natwarlal D. Trivedi

Partner

Membership no.: 047161

Place: Mumbai

Date: 30^th May, 2018

---

Mar 31, 2015

We have audited the accompanying Standalone financial statements of "RUTRON INTERNATIONAL LIMITED" which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss for the year then ended, Cash fow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements' Responsibility for Standalone 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 standalone financial statements that give a true and fair view of the financial position, financial performance and cash fows 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 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 standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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 case of Cash Flow Statement for the year ended 31st March 2015.

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 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, the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in section 133 of the Companies Act, 2013; except AS 22 relating to the Taxes on Income read with notes forming part of accounts.

e) In our Opinion and Explanation provided to us, to the best of our knowledge and belief there is not any financial transaction that affect adversely on the functioning of the company.

f) On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub- section (2) of section 164 of the Companies Act, 2013.

g) To the best of our knowledge and belief and explanation provided to us Financial Control System in place are adequate and it is operating effectively.

h) It may be noted that at present, no Rules relating to the amount of cess for rehabilitation or revival or protection of assets of sick industrial companies, payable by a company under section 269 of the Act have been notified by the central Government. Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevan

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

(i) In Respect of the Fixed Assets:

a) Proper records showing full particulars including quantitative details and situation of Fixed Assets of the company are being updated.

b) The management physically verifies the fixed assets of the Company. No material discrepancies were noticed on verification.

c) No substantial parts of the fixed assets have been disposed off during the year.

(ii) In respect of its Inventories:

a) The companies is having the inventory and are maintaining proper records except that for the purpose of valuation the accounting system is not perfect enough to value inventory and for which company relies on its own valuations systems. Records are verified and certified by management.

(iii) In respect of Loan:

a) The company has not taken any loans from Companies, Firms or other parties and directors and relative of the Director; Register maintained under section 189 of the Act.

b) In our opinion, the terms and conditions, on which loans have been taken from companies, forms or other parties listed in the register maintained under section 189 of the Companies Act 2013 and from the companies under the same management, are not, prima facie, prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and with regards to 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 controls.

(v) In respect of Contracts or arrangements referred to in Section 189 of the Companies Act, 2013:

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in into the register maintained under section 189 of the Companies Act, 2013 have been so entered.

In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/- or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

(vi) In our opinion and according to the information and explanations given to us, since the company has not accepted any deposits from the public the compliance with the provisions of sections 73 or any other relevant provisions of the Act and the rules frame there under with regard to the deposits accepted from the public are not applicable to the company. No order has been passed by the applicable authorities.

(ix) In respect of Statutory Dues:

a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March, 2015 for a period of more than six months from the date they become payable.

(x) According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2015 are not applicable to the company

(xi) In our opinion, the company is not a Chit Fund or a NIDHI Mutual Beneft Fund/Society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) order, 2015 are not applicable to the company.

(xii) In our opinion the company is dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4 of CARO 2015 are applicable to the company as regards dealing in or trading in shares, securities and other investments. No records available for verification purpose.

(xiii) As informed to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xiv) In our opinion, on the basis of information & explanations given to us, the term loans were not applied for the purpose for which they were raised.

(xv) In our opinion, on the basis of information and explanations given to us funds raised on Short term basis have not been used for Long-term investment.

(xvi) The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 189 of the Act.

(xvii) The company has not issued any debentures during the period covered by our audit report.

(xviii) The company has not made any public issue of shares during the period covered by our audit report.

(xix) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

Date : 28th May,2015 For, Vishves A. Shah & Co.

Place : Mumbai

Chartered Accountants

Firm No.121356w



Sd/-

(Vishves A. Shah)

Proprietor

No. 109944

---

Mar 31, 2014

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

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including 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.

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

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

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

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

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

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

c) in case of Cash Flow Statement for the year ended 31st March 2014.

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, the Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956; except AS 22 relating to the Taxes on Income read with notes forming part of accounts.

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 Companies Act, 1956.

f) It may be noted that at present, no Rules relating to the amount of cess for rehabilitation or revival or protection of assets of sick industrial companies, payable by a company under section 441A of the Act have been notified by the central Government. Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued.

Annexure referred to in paragraph 1 of our report even date.

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

(i) In Respect of the Fixed Assets:

The Company has no any fixed assets for the said financial year.

(ii) In respect of its Inventories:

a) The companies is having the inventory of securities and are maintaining proper records except that for the purpose of valuation the accounting system is not perfect enough to value inventory and for which company relies on its own valuations systems. Records are verified and certified by management.

(iii) In respect of Loan:

a) The company has not taken any loans from Companies, Firms or other parties and directors and relative of the Director; Register maintained under section 301 of the Act.

b) In our opinion, the terms and conditions, on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act 1956 and from the companies under the same management, are not, prima facie, prejudicial to the interest of the company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchases of inventory, fixed assets and with regards to 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 controls.

(v) In respect of Contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered in into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

In our opinion and according to the information and explanation given to us, There is no any transaction more than Rs. 500000/- or more of purchase of goods and materials and sale of goods, materials and services, made in pursuance of contracts or arrangements entered in the registers maintained under section 301 and aggregating during the year in respect of each party, so this provision is not applicable.

(vi) In our opinion and according to the information and explanations given to us, since the company has not accepted any deposits from the public the compliance with the provisions of sections 58A, 58AA or any other relevant provisions of the Act and the rules frame there under with regard to the deposits accepted from the public are not applicable to the company. No order has been passed by the applicable authorities.

(vii) In our opinion, the company has no required any internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the Company.

(ix) In respect of Statutory Dues:

a) According to the information and explanation given to us, the company is generally regular in depositing with the appropriate authorities, undisputed statutory dues including Provident Fund, ESIC, Income Tax, Sales Tax, Excise Duty, Cess and any other material statutory dues applicable to it.

b) According to the information and explanations given to us, no disputed amounts payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess were outstanding, as at 31st March, 2014 for a period of more than six months from the date they become payable.

(x) The company have accumulated losses of Rs. 67,75,710/-, during the year company has incurred loss of Rs. 94,33,755/-.

(xi) According to the information and explanations given to us, the company has not granted loans and advances on the basis of securities by way of pledge of shares, debentures and other securities. Therefore the provisions of clause 4(xii) of the Companies (Auditors Report) order, 2003 are not applicable to the company

(xii) 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 (Auditors Report) order, 2003 are not applicable to the company.

(xiii) In our opinion the company is dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of the clause 4 (xiv) of CARO 2003 are applicable to the company as regards dealing in or trading in shares, securities and other investments. No records available for verification purpose.

(xiv) As informed to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xv) In our opinion, on the basis of information & explanations given to us, the term loans were not applied for the purpose for which they were raised.

(xvi) In our opinion, on the basis of information and explanations given to us funds raised on Short term basis have not been used for Long-term investment.

(xvii) 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.

(xviii) The company has not issued any debentures during the period covered by our audit report.

(xix) The company has not made any public issue of shares during the period covered by our audit report.

(xx) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

For, Vishves A. Shah & Co. Chartered Accountants Firm No.121356w

Sd/- (Vishves A. Shah) Date : 30th May, 2014 Proprietor Place : Mumbai M. No. 109944

---

Mar 31, 2013

We have audited the accompanying financial statements of M/s. Rutron International Ltd., which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India including 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.

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 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 flow for the year ended on that date.

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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

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

e) On the basis of written representations received from the directors as on March 31, 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) It may be noted that at present, no Rules relating to the amount of cess for rehabitation or revival or protection of assets of sick industrial companies, payable by a company under section 441A of the Act have been notified by the central Government. Thus, it would not be possible for the auditor to comment on the regularity or otherwise about the cess till the time relevant rules or regulations are issued.

Annexure To Independent Auditor''s Report For the Year Ended as on 31st March, 2013.

(Referred to in Paragraph (1) of our Report of even date)

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

1. (a) The company has maintained proper fixed 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 in accordance with the regular program, which in our opinion is reasonable having regard to the size of the company and the nature of fixed assets. No material discrepancies were noticed on such physical verification.

(c) During the year company has sold its loss making logistics division and otherwise No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumptions.

2. Since the company is engaged in commission trading and distribution services this clause is not applicable in this case.

3. (a) The company has not granted interest free unsecured loan to any company or parties, covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has not taken any unsecured loans from companies, firms or other parties covered in the register maintained u/s 301 of the companies act,1956.

4. (a) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of section 301 Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that transaction that need to be entered into the register maintained under 301 of the Companies Act, 195 has been duly entered in the register maintained u/s 301 of the Companies Act, 1956.

6. As informed by the management during the year, the Company has not accepted any deposits from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

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

8. The company has not been prescribed to maintain cost records under section 209(1)(d) of the Companies Act, 1956.

9. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, and other statutory dues, applicable to it. No undisputed amounts payable were in arrears, as 31st March,2013 for a period of more than six months from the date they became payable.

(b) The records of the company examined by us there are no disputed amounts in respect of various statutes which have not been deposited.

10. The company does not have accumulated losses as at the end of financial year. The company has not incurred cash losses in the current financial year covered by the audit.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to its bankers or financial institution.

12. The Company has not granted any loans and advances 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 or a nidhi / mutual benefit society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company has maintained proper records of the transactions and contracts of its trading or dealing in shares, securities and other investments and timely entries have been made therein. All the shares, securities and other investments have been held by the company in its own name.

15. The Company has not given any guarantee for loan taken by others from bank or financial institutions.

16. The company has not obtained any term loan during the year. Accordingly clause 4(xvi) is 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 report that the no funds raised on short-term basis have been used for long-term investment.

18. 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 Act.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money by public issue during the year covered by our report.

21. 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 to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit.

For, Vishves A. Shah & Co.

Chartered Accountants

Firm No.121356w

Sd/-

(Vishves A. Shah)

Proprietor

M. No. 109944

Date : 29th May, 2013

Place : Mumbai

---

Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. Rutron International Ltd. as at 31st March, 2012 and also the Profit and Loss Account and Cash Flow of the Company for the year ended on that date annexed thereto. These financial state- ments 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 have 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 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956 (hereinafter referred to as the Act), we enclose 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 annexure referred to above, we report that:

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

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

c) The balance sheet and the profit and loss account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance sheet and Profit and loss account dealt with by this report comply with the Accounting Stand- ards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of written representations received from directors as on 31st March, 2012 and taken on record by the Board of Directors, we report that none of the director 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. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with significant Accounting Policies and Notes to accounts in Note -1 and those appearing elsewhere in the accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the balance sheet, of the state of affairs of the Company as at 31st March, 2012; and

ii) In the case of profit and loss account, of the loss of the Company for the year ended on that date.

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

Annexure To Auditor's Report For the Year Ended as on 31st March, 2012.

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

1. (a) The company has maintained proper fixed 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 in accordance with the regular program, which in our opinion is reasonable having regard to the size of the company and the nature of fixed assets. No material discrepancies were noticed on such physical verification.

(c) No substantial part of the fixed assets has been disposed off during the year, which has bearing on the going concern assumptions.

2. Since the company is engaged in commission trading and distribution services this clause is not applicable in this case.

3. (a) The company has not granted interest free unsecured loan to any company or parties, covered in the register maintained under section 301 of the companies act, 1956.

(b) The company has not taken any unsecured loans from companies, firms or other parties covered in the register maintained u/s 301 of the companies act,1956.

4. (a) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

5. In respect of particulars of contracts or arrangements and transactions entered in the register maintained in pursuance of section 301 Companies Act, 1956.

(a) To the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that there were no transaction that need to be entered into the register maintained under 301 of the Companies Act, 195. Hence clause (b) is not applicable

6. As informed by the management during the year, the Company has not accepted any deposits from the public within the purview of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956.

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

8. According to the information and explanations given to us, the company has not been prescribed to maintain cost records under section 209(1 )(d) of the Companies Act, 1956.

9. (a) According to the information and explanation given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax, wealth tax, service tax, and other statutory dues, applicable to it. No undisputed amounts payable were in arrears, as31s! March,2012 fora period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and the records of the company examined by us there are no disputed amounts in respect of various statutes which have not been deposited.

10. The company does not have accumulated losses as at the end of financial year. The company has not incurred cash losses in the current financial year covered by the audit.

11. In our opinion and according to the information and explanation given to us, the company has not defaulted in repayment of dues to its bankers or financial institution.

12. The Company has not granted any loans and advances 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 or a nidhi / mutual benefit society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company has maintained proper records of the transactions and contracts of its trading or dealing in shares, securities and other investments and timely entries have been made therein. All the shares, securities and other investments have been held by the company in its own name.

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

16. The company has not obtained any term loan during the year. Accordingly clause 4(xvi) is 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 report that the no funds raised on short-term basis have been used for long-term investment.

18. 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 Act.

19. The company did not have any outstanding debentures during the year.

20. The company has not raised any money by public issue during the year covered by our report.

21. 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 to us, we report that no fraud on or by the company has been noticed or reported during the course or our audit.

For Vishves A Shah & Co.,

Chartered Accountants,

Firm Regn No.121356W

Sd /-

Vishves A Shah

Proprietor.

M. No. 109944

Place : Mumbai

Date: 29-05-2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of RUTRON INTERNATIONAL LIMITED ("the Company") as at March 31, 2010, the related Profit and Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks 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 to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Section 211 (3C) of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on record by the Board of Directors, we report that none of the director of the Company is disqualified as on March 31, 2010.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with the notes thereon and attached thereto, give the information required by the Act, and also give, a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 4 OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF RUTRON INTERNATIONAL LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2010.

1. The company does not possess Fixed Assets.

2. The company does not possess any closing inventory, there were no business done by the company during the year.

3. The Company has not granted unsecured loans to any company covered in the register maintained under Section 301 of the Act during the year ended 31.03.2010. The Company has not taken unsecured loan from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. There are no internal control procedures.

5. On the basis of our examination of the books of account, the Company has not entered into any transactions exceeding Rs. 5 lacs in respect of any party during the financial year that needs to be entered in the register pursuant to the Section 301 of the Act.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7. The Company is not having internal audit system.

8. As informed to us, the provision of section 233B do not apply to the company, hence the cost records as prescribed u/s 209 (1)(d) has not been maintained by the Company.

9. According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. The disputed Income Tax liability is under Appeal. The Appeal is pending for the ITAT, Mumbai.

10. As at March 31, 2010, there have been no undisputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth tax, Excise Duty and Cess or any other statutory dues. There are disputed Income Tax dues and the matter is in Appeal Before the Appellate Authorities.

11. The Company has accumulated losses as at March 31, 2010, which is more than 50% of the Network. The company has incurred cash loss during the financial year ended on that date and in the immediately preceding financial year.

12. According to the records of the Company, the company does not owe any dues to any financial institution or bank or to debenture holders during the year.

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

14. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to it.

15. As per the information given to us and as per representation made by the management, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

16. As per the information given to us and as per representation made by the management, the Company has not given any guarantees for loans taken by others from banks or financial institutions, where the terms and conditions, in our opinion, are prima facie prejudicial to the interest of the Company.

17. The company has neither taken any term loan nor any short term loan from any bank or financial institution during the financial year.

18. The company has not made any preferential allotment during the financial year.

19. The company has not issued any debenture during the financial year.

20. The Company has raised money by public issue during the year.

21. As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

22. The accumulated losses being more than 50% of the networth the company is a potentially sick company and shall file the application with the required authorities when the networth is completely eroded.

For Jayesh Sanghrajka & Co. Chartered Accountants

Jayesh Sanghrajka (Partner)

M.No. : 37430.

Place : Mumbai Date : 01.08.2010

---

Mar 31, 2009

1. We have audited the attached Balance Sheet of RUTRON INTERNATIONAL LIMITED ("the Company") as at March 31, 2009, the related Profit and Loss Account for the year ended on that date annexed thereto, which we have signed under reference to this report. 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 the 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 (Auditors'' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Act and on the basis of such checks 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 to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 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 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 and Profit and Loss Account dealt with by this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in Section 211 (3 C) of the Act;

(e) On the basis of written representations received from the directors, as on March 31, 2009 and taken on record by the Board of Directors, we report that none of the director of the Company is disqualified as on March 31, 2009.

(f) In our opinion and to the best of our information and according to the

explanations given to us, the said financial statements together with the notes thereon and attached thereto, give the information required by the Act, and also give, a true and fair view in conformity with the accounting principles generally accepted in India;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 4 OF AUDITOR''S REPORT OF EVEN DATE TO THE MEMBERS OF RUTRON INTERNATIONAL LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009.

1. The company does not possess Fixed Assets.

2. The company does not possess any closing inventory, there were no business done by the company during the year.

3. The Company has not granted unsecured loans to any company covered in the register maintained under Section 301 of the Act during the year ended 31.03.2009. The Company has not taken unsecured loan from companies, firms or other parties covered in the register maintained under Section 301 of the Act.

4. There are no internal control procedures.

5. On the basis of our examination of the books of account, the Company has not entered into any transactions exceeding Rs. 5 lacs in respect of any party during the financial year that needs to be entered in the register pursuant to the Section 301 of the Act.

6. The Company has not accepted any deposits under the provisions of Section 58A and 58AA of the Act and the rules framed there under.

7. The Company is not having internal audit system.

8. As informed to us, the provision of section 233B do not apply to the company, hence the cost records as prescribed u/s 209 (l)(d) has not been maintained by the Company.

9. According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on Management representations, undisputed statutory dues in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, and other material statutory dues have generally been regularly deposited, by the Company during the year with the appropriate authorities in India. The disputed Income Tax liability is under Appeal.The Appeal is pending for the ITAT, Mumbai

10. As at March 31, 2009, there have been no undisputed dues which have not been deposited with the respective authorities in respect of Income Tax, Wealth tax, Excise Duty and Cess or any other statutory dues. There are disputed Income Tax dues and the matter is in Appeal Before the Appellate Authorities.

11. The Company has accumulated losses as at March 31, 2009, which is more than 50% of the Networt. The company has incurred cash loss during the financial year ended on that date and in the immediately preceding financial year.

12. According to the records of the Company, the company does not owe any dues to any financial institution or bank or to debenture holders during the year.

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

14. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/ nidhi / mutual benefit fund/ societies are not applicable to it.

15. As per the information given to us and as per representation made by the management, the Company has not dealt or traded in shares, securities, debentures or other investments during the year.

16. As per the information given to us and as per representation made by the management, the Company has not given any guarantees for loans taken by others from banks or financial institutions, where the terms and conditions, in our opinion, are prima facie prejudicial to the interest of the Company,

17. The company has neither taken any term loan nor any short term loan from any bank or financial institution during the financial year.

18. The company has not made any preferential allotment during the financial year.

19. The company has not issued any debenture during the financial year.

20. The Company has raised money by public issue during the year.

21. As per the information and explanations given to us and on the basis of examination of records, no material fraud on or by the Company was noticed or reported during the year.

22. The accumulated losses being more than 50% of the networth the company is a potentially sick company and shall file the application with the required authorities when the networth is completely eroded.

For Jayesh Sanghrajka & Co.

Chartered Accountants

Jayesh Sanghrajka

(Partner)

M.No. : 37430

Place:- Mumbai.

Date :- 01.08.2009.