Auditor Report of RFL International Ltd.

Mar 31, 2014

1. We have audited the attached Balance Sheet of RFL International Limited, Ahmedabad, as at 31st March, 2014 and also the Profit and Loss Account 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 concluded our audit in accordance with audit standards generally accepted in India. Those Standards required 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 powers conferred by section 227 (4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

II. In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

IV. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2014 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of Sub-section (1) of Section 274 of Companies Act, 1956

VI. In our opinion and to the best of our knowledge and information and according to the explanations given to us the accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view:

* In case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2014.

* In case of the PROFIT AND LOSS ACCOUNT of the LOSS for year ended on 31st March, 2014

VII. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31, 2014. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO AUDITORS'' REPORT

Annexure referred to in Paragraph 3 of the Report of the Auditors to the Members of RFL International Ltd. for the Year ended on March 31, 2014.

I a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b) Fixed assets have been physically verified by the management at reasonable intervals and no discrepancies between physical inventories and book records were noticed on such verification

c) In our opinion, and according to the information and explanations given to us, whole of fixed assets has been disposed off by the Company in earlier years and in the year under review there is no fixed in the company.

II a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act.

III 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, for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

IV In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5 lacs that need to be entered into the Register maintained under Section 301 of the Act.

V According to the information and explanations given to us, we find that the company has not accepted any public deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

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

VII According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and cess were in arrears, as at March 31, 2014 for a period of more than six months from the date they became payable.

VIII In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

IX Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or banks.

X The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities, during the year under audit.

XI 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 are not applicable to the Company.

XII 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 Report) Order, 2003 are not applicable to the Company.

XIII The Company has not obtained any term loans during the year.

XIV Based on the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV Based on the information and explanations given to us and on an overall examinations of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

XVI The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the Year.

XVII During the Period Covered by our audit report, the Company has not issued any debentures.

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

XIX During the course of our examinations of the books of account 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.

Clauses ii (a) (b) (c) & viii are not applicable in the case of the Company since in our opinion there is no matter which arises to be reported in the aforesaid order.

For C B MEHTA & Co. Chartered Accountants Place : Vadodara SD/- Chinmay Mehta Dated : 01/08/2014 PROPRIETOR MEM. NO. 517103

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Mar 31, 2013

1. We have audited the attached Balance Sheet of RFL International Limited, Ahmedabad, as at 31st March, 2013 and also the Profit and Loss Account 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 concluded our audit in accordance with audit standards generally accepted in India. Those Standards required 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 powers conferred by section 227 (4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

II. In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

IV. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of Sub-section (1) of Section 274 of Companies Act, 1956

VI. In our opinion and to the best of our knowledge and information and according to the explanations given to us the accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view:

- In case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2013.

- In case of the PROFIT AND LOSS ACCOUNT of the LOSS for year ended on 31st March, 2013

VII. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31, 2013. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange.

Annexure referred to in Paragraph 3 of the Report of the Auditors to the Members of RFL International Ltd. for the Year ended on 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 been physically verified by the management at reasonable intervals and no discrepancies between physical inventories and book records were noticed on such verification

c) In our opinion, and according to the information and explanations given to us, whole of fixed assets has been disposed off by the Company in earlier years and in the year under review there is no fixed in the company.

II a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act.

III 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, for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

IV In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5 lacs that need to be entered into the Register maintained under Section 301 of the Act.

V According to the information and explanations given to us, we find that the company has not accepted any public deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

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

VII According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and cess were in arrears, as at March 31, 2013 for a period of more than six months from the date they became payable.

VIII In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

IX Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or banks.

X The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities, during the year under audit.

XI 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 are not applicable to the Company.

XII 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 Report) Order, 2003 are not applicable to the Company.

XIII The Company has not obtained any term loans during the year.

XIV Based on the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV Based on the information and explanations given to us and on an overall examinations of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

XVI The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the Year.

XVII During the Period Covered by our audit report, the Company has not issued any debentures.

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

XIX During the course of our examinations of the books of account 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.

Clauses ii (a) (b) (c) & viii are not applicable in the case of the Company since in our opinion there is no matter which arises to be reported in the aforesaid order.

ForDinesh S. Bang & Co.

Chartered Accountants

Place : Mumbai SD/-

Dinesh Bang

Dated : 01/08/2013 PROPRIETOR

MEM. NO. 39978

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Mar 31, 2012

We have audited the attached Balance Sheet of RFL International Limited, Ahmedabad, as at 31st March, 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto.

These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

II.In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

IV. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2012 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of Sub-section (1) of Section 274 of Companies Act, 1956

VI. In our opinion and to the best of our knowledge and information and according to the explanations given to us the accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view:

- In case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2012.

- In case of the PROFIT AND LOSS ACCOUNT of the PROFIT for year ended on 31st March, 2012

VII. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31, 2012. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO AUDITORS' REPORT

Annexure referred to in Paragraph 3 of the Report of the Auditors to the Members of RFL International Ltd. for the Year ended on March 31, 2012.

I a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b) Fixed assets have been physically verified by the management at reasonable intervals and no discrepancies between physical inventories and book records were noticed on such verification

c) In our opinion, and according to the information and explanations given to us, whole of fixed assets has been disposed off by the Company in earlier years and in the year under review there is no fixed in the company.

II a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act.

III 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, for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

IV In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5 lacs that need to be entered into the Register maintained under Section 301 of the Act.

V According to the information and explanations given to us, we find that the company has not accepted any public deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

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

VII According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and cess were in arrears, as at March 31, 2012 for a period of more than six months from the date they became payable.

VIII In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

IX Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or banks.

X The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities, during the year under audit.

XI 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 are not applicable to the Company.

XII 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 Report) Order, 2003 are not applicable to the Company.

XIII The Company has not obtained any term loans during the year.

XIV Based on the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV Based on the information and explanations given to us and on an overall examinations of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

XVI The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the Year.

XVII During the Period Covered by our audit report, the Company has not issued any debentures.

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

XIX During the course of our examinations of the books of account 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. Clauses ii (a) (b) (c) & viii are not applicable in the case of the Company since in our opinion there is no matter which arises to be reported in the aforesaid order.

For L. N. PATEL & Co.

Chartered Accountants

Place : Ahmedabad SD/-

L. N. Patel

Dated : 31-08-2012 PROPRIETOR

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Mar 31, 2010

1. We have audited the attached Balance Sheet of RFL International Limited, Ahmedabad , as at 31st March, 2010 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We concluded our audit in accordance with audit standards generally accepted in India. Those Standards required 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 managenient, 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 powers conferred by section 227 (4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

II. In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

IV. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of Sub-section (1) of Section 274 of Companies Act, 1956

VI. In our opinion and to the best of our knowledge and information and according to the explanations given to us the accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view:.

- In case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2010.

- In case of the PROFIT AND LOSS ACCOUNT of the LOSS for year ended on 31st March, 2010.

VII. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31, 2010. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange.

ANNEXURE TO AUDITORS REPORT

Annexure referred to in Paragraph 3 of the Report of the Auditors to the Members of RFL International Ltd. for the Year ended on March 31, 2010.

I a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b) Fixed assets have been physically verified by the management at reasonable intervals and no discrepancies between physical inventories and book records were noticed on such verification

c) In our opinion, and according to the information and explanations given to us, whole of fixed assets has been disposed off by the Company in earlier years and in the year under review there is no fixed in the company.

II a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act.

III 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, for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

IV In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5 lacs that need to be entered into the Register maintained under Section 301 of the Act.

V According to the information and explanations given to us, we find that the company has not accepted any public deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

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

VII According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and cess were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

VIII In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

IX Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or banks.

X The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities, during the year under audit.

XI 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.

XII 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 Report) Order, 2003 are not applicable to the Company.

XIII The Company has not obtained any term loans during the year.

XIV Based on the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV Based on the information and explanations given to us and on an overall examinations of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

XVI The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the Year.

XVII During the Period Covered by our audit report, the Company has not issued any debentures.

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

XIX During the course of our examinations of the books of account 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.

Clauses ii (a) (b) (c) & viii are not applicable in the case of the Company since in our opinion there is no matter which arises to be reported in the aforesaid order.

For L. N. PATEL & Co. Chartered Accountants Sd/- Place : Ahmedabad [L.N. PATEL]

Dated : 01st Sept., 2010 PROPRIETOR

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Mar 31, 2004

1. We have audited the attached Balance Sheet of RFL International Limited, 301-303, Arjun Complex, Opp. Samartheshwar Mahadev, Nr. Law Garden, Ahmedabad - 380 006, as at 31st March, 2004 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We concluded our audit in accordance with audit standards generally accepted in India.Those Standards required 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 powers conferred by section 227 (4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

II. In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

IV. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2004 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of Sub-section (1) of Section 274 of Companies Act, 1956

VI. In our opinion and to the best of our knowledge and information and according to the explanations given to us the accounts, read with notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view :

-In case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2004.

and

-In case of the PROFIT AND LOSS ACCOUNT of the PROFIT for year ended on 31st March, 2004.

VII. We have also examined the attached Cash Flow Statement of the Company for the year ended March 31, 2004. The Statement has been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange.



ANNEXURE TO AUDITORS REPORT

Annexure referred to in Paragraph 3 of the Report of the Auditors to the Members of RFL International Ltd. for the Year ended on March 31, 2004.

I a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets

b) Fixed assets have been physically verified by the management at reasonable intervals and no discrepancies between physical inventories and book records were noticed on such verification

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 Company has not taken any loans, secured or unsecured, from companies, firms or other parties listed in the Register maintained under Section 301 of the Act. The Company has granted unsecured loans to four

parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 14.63 lacs & the year end balances of these loans were 11.35 lacs.

b) In our opinion, the rate of interest, where ever applicable and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

III 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, for the purchase of fixed assets. The activities of the Company do not involve purchase of inventory and the sale of goods. Further, on the basis of our examination and information and according to the explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

IV In our opinion and according to the information and explanations given to us, there are no transactions exceeding Rs. 5 lacs that need to be entered into the Register maintained under Section 301 of the Act.

V According to the information and explanations given to us, we find that the company has not accepted any public deposits. Consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A and 58AA of the Companies Act, 1956 and the rules framed thereunder are not applicable to the Company.

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

VII According to the records of the Company, the Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and Other Statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and cess were in arrears, as at March 31, 2004 for a period of more than six months from the date they became payable.

VIII In our opinion, the accumulated losses of the company are not more than fifty percent of its net worth. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

IX Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution or banks.

X The Company has not granted any loans and advances on the basis of Security by way of pledge of shares, debentures and other securities, during the year under audit.

XI 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.

XII 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 Report) Order, 2003 are not applicable to the Company.

XIII The Company has not obtained any term loans during the year.

XIV Based on the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

XV Based on the information and explanations given to us and on an overall examinations of the balance sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

XVI The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the Year.

XVII During the Period Covered by our audit report, the Company has not issued any debentures.

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

XIX During the course of our examinations of the books of account 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.

Clauses ii (a) (b) (c) & viii are not applicable in the case of the Company since in our opinion there is no matter which arises to be reported in the aforesaid order.

For Prakash B. Sheth & Co. Chartered Accountants

Prakash B. Sheth Proprietor

Ahmedabad 29th June, 2004.

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Mar 31, 2002

We have audited the attached Balance Sheet of RFL International Limited, 301-303, Ariun Complex, Opp. Samartheshwar Mahadev, Nr. Law Garden, Ahmedabad - 380 006, as at 31st March, 2002 and also the Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express and opinion on these financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards required 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 managements, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and other companies (Auditors Report) Order, 1988 issued by the Central Government of India in terms of powers conferred by section 227 (4A) of the Companies Act 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

ii. In our opinion proper Books of Account as required by Law have been kept by the company, so far as appears from our examination of the books.

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

iv. In our opinion the Balance Sheet and Profit and Loss Account 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, of the Company as at 31st March, 2002 and taken on record by the Board of Directors, we report that none of the directors is disqualified from being appointed as a Director of the Company under clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the accounts subject to:

No provision is made in respect of loans of Rs. 56.01 Lacs considered as NPA as per RBI Guidelines. Since, the loans have not been classified as per RBI Guidelines, the amount of provision required to be made are not ascertainable.

Read with other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true & fair view:

(a) in case of the BALANCE SHEET of the state of affairs of the Company as at 31st March, 2002.

and

(b) in case of the PROFIT AND LOSS ACCOUNT of the LOSS for year ended on 31st March, 2002.

vii. We have also examined the attached Cash How Statements of the Company for the year ended March

31, 2002. The Statement have been prepared by the company in accordance with the requirements of clause 32 of the listing agreements entered into with the Stock Exchange..

ANNEXURE TO THE AUDITORS REPORT (REFERRED TO IN PARAGRARH 1 OF OUR REPORT OF EVEN DATE)

1. The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The fixed assets of the Company have been physically verified by the management during the year. No discrepancies were noticed on such verification as compared to the book records.

2. None of the Fixed assets have been revalued during the year.

3. The company has not taken any loans, secured & unsecured, from the companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. The company has not granted any loan, secured or unsecured, to the companies, firms or other parties listed in the register maintained u/s 301 of the Companies Act, 1956.

5. The parties to whom the loans or advances in the nature of loan have been granted by the company,are generally repaying the principal amount as stipulated and are also regular in payment of interest, wherever applicable.

6. The Company has not accepted any deposits from the public and hence the provision of Section 58-A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975 is not applicable to the Company.

7. The Company has no formal Internal Audit Department as such but its control procedures ensure reasonable internal checking of its financial & other records.

8. According to the information and explanations given to us, the provisions of the Provident Fund Act, 1952 and Employees State Insurance Act, 1948 are not applicable to the Company at present.

9. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Act, Custom Duty, and Excise Duty, outstanding as on 31.3.2002 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, no personal expenses have been charged to revenue account except for those which were either incurred under service contract obligations with the employees or which were incurred in accordance with normally accepted business practices.

11. We are informed that the Company has not granted any Loans and Advances on the basis of Security by way of pledge of shares, debentures and other securities.

12. We are informed that the provisions of any special statute applicable to chit fund, nidhi or mutual benefit society are not applicable to the company.

Considering the nature of business carried on, at present, by the Company and also the nature of matters referred to in various clauses of Manufacturing and Other Companies (Auditors Report ) Order, 1988, Clauses (iii), (iv), (v), (vi), (x), (xi), (xii), (xiv), (xvi) and (xx) of para 4A & Clause (iv) of para 4D the aforesaid order are, in our opinion, not applicable to the Company.

FOR, PRAKASH B. SHETH & CO. CHARTERED ACCOUNTANTS

Prakash B. Sheth Proprietor

AHMEDABAD 18th JUNE, 2002