Auditor Report of Rishabhdev Technocable Ltd.

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 read with general circular No.15/2013 dated 13th September, 2013 of Ministry of Company Affairs in respect section 133 of the Companies Act, 2013 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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, 2014;

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

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

Report on Other Legal and Regulatory Requirements

i. 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.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with general circular No.15/2013 dated 13th September, 2013 of Ministry of Company Affairs in respect section 133 of the Companies Act, 2013 ("the Act");

e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed of any substantial part of fixed assets during the year, therefore does not affect the going concern assumption.

II. (a) As explained to us, inventories at site have been physically verified during the year by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories; no material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

III. (a) According to the information and explanations given to us, The Company has not granted loan to a party covered in the register maintained under section 301 of the Companies Act, 1956, hence para (b) to (d) are not applicable to the company

(e) According to the information and explanations given to us, the Company has received unsecured loans (Interest free) from One Party covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum principal amount involved during the year was Rs. 29,796,135 and the balance outstanding at the end of the financial year from such Parties was Rs. 29,796,196 Other than the above, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions of the loans taken by the Company, are prima-facie not prejudicial to the interest of the Company;

(g) The Payments of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

IV. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

V. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to market prices prevailing at that time.

VI. The Company has not accepted any deposits during the year under the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

VII. Company has adequate internal control procedure involving internal checking of its financial record. The internal audit system commensurate with the size of the business.

VIII. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

IX. In Respect of statutory dues :

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, excise duty, cess and other material statutory dues applicable. There have been delays during certain months in depositing Tax Deducted at Source, Service Tax. However Company have undisputed statutory dues amounts Rs. 1,66,964/- which includes Rs. 15,000/- of Professional Tax, Rs. 80,000/- of Rs. TDS, Rs. 38,044/- of CST and Rs. 33,920/- of Service Tax Reverse charge.

b) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess were in arrears, as at 31st March, 2014 for a -period of more than six months from the date they became payable. except the below:

Name of the statute Nature of the dues Disputed Amount

Income Tax Act, 1961 Income Tax and Interest Rs. 44,894/- thereon

MVAT Act, 2002 Sales Tax thereon Rs. 24,49,651/-

MVAT Act, 2002 Sales Tax thereon Rs. 20,70,062/-

Name of the statute Period to which the amount related

Income Tax Act, 1961 A.Y. 2009-2010 MVAT Act, 2002 A.Y. 2010-2011

MVAT Act, 2002 A.Y. 2011-2012

c) According to the information and explanation given to us, no undisputed amount payable in respect of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which has been deposited on account of any dispute except the below:

Name of the statute Nature of the dues Disputed Amount Income Tax Act, Income Tax and Rs. 123, 527, 760/- 1961 Interest thereon

Name of the statute Period to which the Forum where amount related dispute is pending

Income Tax Act, A.Y. 2010-2011 CIT, MUMBAI 1961

X. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

XI. Based on our examination or the records and the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders except vehicle loan from bank and term loan from bank.

XII. Based on our examination or the records and the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII. In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the said order are not applicable to the Company.

XIV. The Company has maintained proper records of the transactions and contracts of the investment dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name. The investments only made in gold and silver article which was carrying from last years.

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

XVI. According to the information and explanation given and based on the documents and records produced, the company has not taken any term loan from bank for the period.

XVII. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a short-term basis which have been used for long term investment.

XVIII. 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.

XIX. According to the information and explanations given to us, the Company has no outstanding debentures during the period under audit.

XX. According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applicable to the Company.

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

For DMKH & Co. Chartered Accountants FRN. No. 116886W

-sd- CA. Manish Kankani Partner M.No.158020 Place : Mumbai Date : 30-05-2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Rishabhdev Technocable Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of 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, 2013;

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

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

Report on Other Legal and Regulatory Requirements

i. 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.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (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.

ANNEXURE TO INDEPENDENT AUDITORS'' REPORT

Referred to in Paragraph 1 under the heading of "Report on other Legal and Regulatory Requirements" of our report of even date

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that: -

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption. *¦

2. (ii) (a) As explained to us, inventories at site have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (iii) (a) According to the information and explanations given to us, The Company has not granted loan to a party covered in the register maintained under section 301 of the Companies Act, 1956, hence para (b) to (d) are not applicable to the company.

(e) According to the information and explanations given to us, the Company has received unsecured loansOnterest free) from Three Parties covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum principal amount involved during the year was Rs. 2,98,39,418 and the balance outstanding at the end of the financial year from such Parties was Rs. 2,98,39,418 Other than the above, the Company has not taken any loans, secured or unsecured from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) In our opinion, the rate of interest and other terms and conditions of the loans taken by the Company, are prima- facie not prejudicial to the interest of the Company;

(g) The Payments of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control.

5. In respect of the contracts or arrangements referred to in Section 301 of the Companies Act, 1956:

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year, have been made at prices which are reasonable having regard to market prices prevailing at that time.

6. (vi) The Company has not accepted any deposits during the year under the provisions of section 58A and 58AA of the Companies Act, 1956, and the rules framed there under are not applicable.

7. (vii) As explained to us, the Company has an internal audit system, commensurate with its size and nature of its business, and the Company has adequate internal control procedure involving internal checking of its financial record.

8. (vii) As per information & explanation given by the management, maintenance of cost records has been prescribed by the '' Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. In Respect of statutory dues :

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, customs duty, excise duty, cess and other material statutory dues applicable.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our examination or the records and the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders except vehicle loan from bank.

12. Based on our examination or the records and the information and explanations given to us, 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 and according to the information and explanation given to us, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Accordingly the provisions of the clause 4(xiii) of the said order are not applicable to the Company.

14. The Company has maintained proper records of the transactions and contracts of the investment dealt in by the Company and timely entries have been made therein. The investments made by the Company are held in its own name.

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

16. According to the information and explanation given and based on the documents and records produced, the company has not taken any term loan from bank for the period.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion that no funds raised on a short-term basis which have been used for long term investment.

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

19. According to the information and explanations given to us, the Company has no outstanding debentures during the period under audit.

20. According to the information and explanations given to us, the Company has not raised any money by way of public issue during the year and accordingly the provision of the relevant clause of the order is not applicable to the Company.

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

Chartered Accountants

FRN. No. 116886W

Sd/-

CA. HIREN JOGI

Partner

M.No.133255

Date:28.08.2013

Place: Mumbai

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Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004, issued by Central Government of India in terms of sub section (4A) of section 227 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 in paragraph 3 above, we report that:

(a) We have obtained all the information and explanation, 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 as far as appears from our examination of the books.

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

(d) In our opinion, the Balance Sheet, Statement of Profit & Loss and the Cash Flow Statement of the company dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the companies Act, 1956 to the extent applicable.

(e) On the basis of written representations received from the directors, as on 31st March 2012, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2012 from being appointed as director in terms of section 274(1) (g) of the companies Act 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.:

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

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

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

ANNEXURE TO AUDITORS' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE.

On the basis of such checks as were considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

I. In respect of Fixed Assets

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

(b) According to the information and explanation given to us, the management during the year has physically verified the fixed assets in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) During the year the Company has not disposed off substantial part of fixed assets and the going concern status of the Company is not affected.

II. In respect of Inventories

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

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

(b) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

III. In respect of Loans

- The Company has not granted loan to a party covered in the register maintained under section 301 of the Companies Act, 1956, hence para (b) to (d) are not applicable to the company.

- The Company has taken loan from a party covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved was Rs.164.25lakhs and the closing balance is Rs.145.50lakhs.

- In our opinion the rate of interest and other term and conditions of loan taken by the company are not prima facie prejudicial to the interest of the Company.

- The Payments of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

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 regard to Purchases of Stores, Raw Materials including Components, Plant & Machinery, Equipment and other assets, and with regard to the sale of goods.

V. In respect of transaction covered under section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transaction of sale of goods made in pursuance of Contract or arrangement entered in the Register maintained u/s 301 of the Companies Act, 1956 as exceeding the value of Rs. 5, 00,000/- (Rupees Five Lacs only) or made in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

VI. In our opinion and according to the information and explanation verified & given to us, the Company has not accepted any deposits from public.

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

VIII. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

IX. In respect of Statutory Dues:

(a) The Company is generally 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 material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess were outstanding as at March 31, 2012 for a period of more than six months from the date they became payable except the following.

(c) According to the information and explanations given to us, there are no dues in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess on account of dispute.

Name of Nature of the Amount (Rs.) Period to which the the Statute Dues amount relates

Income Tax Act TDS 12,99,859.35 2010-2012

Daman Vat CST 3,11,380.00 2011-2012

X. The Company does not have any accumulated losses as at 31st March, 2012. The company has not incurred any cash loss during the year covered by our audit and the immediately preceding financial year.

XI. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution bank or debenture holders except vehicle loan from bank.

XII. In our opinion and information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities.

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

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

XV. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

XVI. In our opinion the term loans have been applied for the purpose for which they were raised & utilized.

XVII. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long term investment. No long-term funds have been used to finance to use short-term assets except permanent working capital.

XVIII. During the year the Company has not made any preferential allotment of shares to the parties covered and recorded in the register maintained under section 301 of the Companies Act 1956.

XIX. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued any debentures.

XX. According to the information and explanations given to us the Company has not raised any money by way of public issue during the year.

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

For DMKH & Co.

Chartered Accountants

FRN 116886W

Sd/-

OM PRAKASH SOMANI

Partner

Membership No: 123830

Place: Mumbai

Date: 20.06.2012

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Mar 31, 2011

We have audited the attached Balance Sheet of Rishabhdev Technocable Ltd. as at 31st March 2011 and also Profit & Loss Account and the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.

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

1. As required by the Companies (Auditor's Report) Order, 2003 as amended by Companies (Auditor's Report) (Amendment) Order, 2004, issued by Central Government of India in terms of sub section (4A) of section 227 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.

2. Further to our comments in the Annexure referred to in paragraph No.1 above, we report that:

(a) We have obtained all the information and explanation, 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 the books.

(c) The Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with books of account;

(d) In our opinion, the Profit & Loss accounts the Balance Sheet and cash flow statement of the Company dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the companies Act, 1956 to the extent applicable.

(e) On the basis of written representations received from the directors, as on 31st March 2011, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2011 from being appointed as director in terms of section 274(1) (g) of the companies Act 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India.:

(i) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2011.

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

(iii) In the case of cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE REFERED TO IN PARAGRAPH 1 OF AUDITOR'S REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2011 OF RISHABHDEV TECHNOCABLE LIMITED.

On the basis of such checks as were considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

I. In respect of Fixed Assets

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

(b) According to the information and explanation given to us the management during the year has physically verified the fixed assets in a phased manner, which in our opinion is reasonable, having regard to the size the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) During the year the Company has not disposed off substantial part of fixed assets and the going concern status of the Company is not affected.

II. In respect of Inventories

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

III. In respect of Loans

(a) The Company has not granted loans to the companies covered in the register maintained under section 301 of the Companies Act, 1956. Hence para (b) to (d) are not applicable to the Company.

(b) The Company has taken unsecured loan from two parties covered in register maintained under section 301 of the Companies Act, 1956. The maximum amount involved was Rs. 151.28 lakhs and the closing balance is Rs. 151.28 lakhs.

(c) In our opinion the rate of interest and other term and conditions of loan taken by the Company are not prima facie prejudicial to the interest of the Company.

(d) The Payments of principal amounts and interest in respect of such loans during the year has been regular/as per stipulation.

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 regard to Purchases of Stores, Raw Materials including Components, Plant & Machinery, Equipment and other assets, and with regard to the sale of goods.

V. In respect of transaction covered under section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transaction of sale of goods made in pursuance of Contract or arrangement entered in the Register maintained u/s 301 of the Companies Act, 1956 as exceeding the value of Rs. 5, 00,000/- (Rupees Five Lacs only) or made in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

VI. In our opinion and according to the information and explanation verified & given to us, the Company has not accepted any deposits from public.

Name of the Statute Nature of the Dues Amount (Rs.) Period to which the amount relates

Income Tax Act, 1961 Income Tax and Interest 61.67 Lacs 2009-10 thereon.

Central and state government sales tax. Sales tax 147.25 Lacs 2007-08 to 2009-10

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

VIII. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

IX. In respect of Statutory Dues:

(a) 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 material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess were outstanding as at March 31, 2011 for a period of more than six months from the date they became payable except the following.

(c) According to the information and explanations given to us, there are no dues in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess on account of dispute.

X. The Company does not have any accumulated losses as at 31st March, 2011. The Company has not incurred any cash loss during the year covered by our audit and the immediately preceding financial year.

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

XII. In our opinion and information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities.

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

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

XV. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

XVI. In our opinion the term loans have been applied for the purpose for which they were raised & utilized.

XVII. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long term investment. No long-term funds have been used to finance to use short-term assets except permanent working capital.

XVIII. During the year the Company has not made any preferential allotment of shares to the parties covered and recorded in the register maintained under section 301 of the Companies Act 1956.

XIX. According to the information and explanations given to us, during the period covered by our audit report, the Company had not issued any debentures.

XX. According to the information and explanations given to us the Company has not raised any money by way of public issue during the year.

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

For M/s B.M. Gattani & Co.

Chartered Accountants

Firm Regn.No. 113536W

B.M. Gattani

Proprietor.

Membership No: 047066

Place : Mumbai

Date : 08-08-2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of Rishabhdev Technocable Ltd. as at 31st March 2010 and also Profit & Loss Account and the cash flow statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these statements based on our audit.

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

1. As required by the Companies (Auditor’s Report) Order, 2003 as (amended) issued by the Companies (Auditor’s Report) Order, (Amendment) 2004 issued by the Central Government of India in terms of Section (4A) of Section 227 of the companies Act, 1956, (herein after referred to as “The Act” ) and on the basis of such checks as we considered appropriate and according to the information Provided and verified by us & Explanation given to us by company and its Finance & Accounts Department during the Course of our audit we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order to the extent Applicable to the Company.

2. Further to our comments in the Annexure referred to in paragraph No.1 above, we report that:

(a) We have obtained all the information and explanation, 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 the books.

(c) The Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report are in agreement with books of account;

(d) In our opinion, the Profit & Loss accounts the Balance Sheet and cash flow statement of the company dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the companies Act, 1956 to the extent applicable.

(e) On the basis of written representations received from the directors, as on 31st March 2009, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2009. from being appointed as director in terms of section 274(1) (g) of the companies Act 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to notes thereon give a true & fair view in conformity with the accounting principles generally accepted in India: -

(i) In the case of Balance Sheet, of the state of affairs of the company as at 31st March, 2010 and

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

(iii) In the case of cash flow statement, of the cash flow for the year ended on that date.

ANNEXURE REFERED TO IN PARAGRAPH 1 OF AUDITORS’ REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2010 OF RISHABHDEV TECHNOCABLE LTD.



On the basis of such checks as were considered appropriate and according to the information and explanations given to us during the course of audit, we state that:

I. In respect of Fixed Assets

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

(b) According to the information and explanation given to us the management during the year has physically verified the fixed assets in a phased manner, which in our opinion is reasonable, having regard to the size the Company and nature of the assets. No material discrepancies were noticed on such verification.

(c) During the year the Company has not disposed off substantial part of fixed assets and the going concern status of the Company is not affected.

II. In respect of Inventories

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

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

(c) The Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

III. In respect of Loans

(a) The Company has not taken any unsecured loans from the Company both listed in the register maintained under section 301 of the Act & under the same management as defined under Section 370 (1 B) of the Act.

(b) The Company has not granted loans to the companies listed in the register maintained under section 301of the Act and under the same management as defined under section 370 (1 B) of the Act.

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 regard to Purchases of Stores, Raw Materials including Components, Plant & Machinery, Equipment and other assets, and with regard to the sale of goods.

V. In respect of transaction covered under section 301 of the Companies Act, 1956:

(a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Act have been so entered.

(b) In our opinion and according to the information and explanation given to us, the transaction of sale of goods made in pursuance of Contract or arrangement entered in the Register maintained u/s 301 of the Companies Act, 1956 as exceeding the value of Rs. 5, 00,000/- (Rupees Five Lacs only) or made in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at relevant time.

VI. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from public.

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

VIII. The maintenance of cost records has not been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

IX. In respect of Statutory Dues:

(a) 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 material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess were outstanding as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues in respect of Income Tax, Wealth Tax, Sales Tax, Customs Duty Excise Duty and Cess on account of dispute.

X. The Company has no accumulated losses. The company has not incurred any cash loss during the year covered by our audit and the immediately preceding financial year.

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

XII. In our opinion and information and explanations given to us the Company has not granted any loans on the basis of security by way of pledge of shares, debentures or other securities.

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

XIV. In our opinion the company is not dealing in or trading in shares, securities, debentures or other investments. Therefore the provisions of clause 4 (xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

XV. The Company has not given any guarantee for loans taken by others from banks or financial institutions.

XVI. In our opinion the term loans have been applied for the purpose for which they were raised.

XVII. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we are of the opinion that no funds raised on short-term basis have been utilized for long term investment. No long-term funds have been used to finance to use short-term assets except permanent working capital.

XVIII. The Company has not made any preferential allotment of shares during the year.

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

XX. The Company has made public issue during the year therefore the provisions of clause 4 (xx) of the Companies (Auditor’s Report) Order, 2003 are applicable to the Company. (The company has raise sum of Rs. 2970 (Lacs) on follow on public issue & were utilized towards the object of the follow on public offer.)

XXI. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the course of our audit.



For Bharat J. Rughani & Co.

Chartered Accountants

sd/-

Proprietor: Bharat J Rughani

Membership No: 40543

Place : Mumbai

Date : 30.08.2010