Auditor Report of Ritesh International Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Ritesh International Ltd ("the company"), which comprise the Balance Sheet as at 31st March 2015 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 matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash fows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specied under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. 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 on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its Loss and its cash flows for the year ended on that date.

Report on Other legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

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

(a) we have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by the company so far as it appears from our examination of those books;

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

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

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

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

I. The company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note No. 32 on Notes to the Financial Statements.

ii. The company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses;

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

ANNEXURE TO AUDITORS' REPORT

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

1. a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including the fixed assets register.

b) The fixed assets were physically verified during the year by the Management in accordance with a phased programme of verification, which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals having regard to the size of the Company, nature and value of its assets. According to the information and explanation given to us, no material discrepancies were noticed on such verification.

2. a) As explained to us, the inventory has been physically verified by the management a t reasonable intervals.

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

c) (b) In our opinion and according to information and explanation given to us, the company has generally maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and book records were not material.

3. a) The company has granted loans to two companies (Previous year two) covered in the register maintained under Section 189 of the Companies Act, 2013.

b) In the case of loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the terms of arrangements do not stipulate any repayment schedule and interest thereon. The loans are repayable on demand.

(c) There are no overdue amounts of more than rupees one lakh in respect of loans granted to bodies corporate listed in the register maintained under section 189 of the Act.

4. In our opinion and according to the information and explanations given to us, there has an adequate internal control system commensurate with the size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. According to the information and explanation given to us, the company has not accepted any deposits from the public to which the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under would apply.

6. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 prescribed by The Central Government under section 148 (1) of the Companies Act, 2013 and are of the opinion that, prima facie, the prescribed accounts and cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or not.

7. In respect of statutory dues:

(a) According to the records of the company, the company is generally regular in depositing undisputed statutory dues including Provident Fund, Employees' State Insurance, Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, Cess, Sales Tax, Value Added Tax and any other statutory dues applicable to it with the appropriate authorities. No undisputed amounts are payable in respect of such statutory dues which were outstanding as on 31st March 2015 for a period of more than six months from the date it became payable.

(b) According to the records of the company and the information given to us, as on date, there are no statutory dues like Income tax, Wealth tax, Service tax, Duty of Custom, Duty of Excise, cess and any other statutory dues applicable to it with the appropriate authorities which are in dispute and have not been deposited with the appropriate authorities except the excise duty demand of Rs.6.62 Crores which is pending with the Customs, Excise & Service Tax Appellate Tribunal, New Delhi.

(c) According to the information and explanation given to us, there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Branch in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and the rules made thereunder.

8. The accumulated losses of the Company are not more than 50% of its net worth. The Company has incurred cash losses of Rs. 247.40 lacs in the financial year under review and earned cash profit of Rs. 133.62 lacs in the previous year.

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

10. In our opinion and according to the information and explanation given to us, the company has not given any guarantee for loans taken by others from bank or financial institutions.

11. The company has not obtained any term loan during the year, so this para of the order is not applicable.

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

For Ashok Shashi & Co. (FRNo. 013258N) Chartered Accountants sd/- Place:Ludhiana (Budh Kumar) Dated 30.05.2015 Partner M. No.098415

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Mar 31, 2014

We have audited the accompanying financial statements of Ritesh International Limited (the "Company") which comprise the Balance Sheet as at 31st March 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

The Company''s 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 notified under the Companies Act, 1956 (''the act'') read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 misstatements.

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements Notes on Accounts, subject to Note no.33 regarding the show cause notice issued by the Excise Department, 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 31st March 2014;

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

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

Report on Other legal and Regulatory Requirements

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

2) As required by section 227(3) of the Companies Act, 1956, we report that:

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

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

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

(d) in our opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (''the act'') read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(e) on the basis of written representations received from the directors, as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 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 AUDITORS'' REPORT

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

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including the fixed asset register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed of substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures for physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories except for its knitwear division and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from Nil (Previous year one) companies/firms /Individuals covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. Nil (Previous Year Rs. 2.90 Lacs). There are Two (Previous year one) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.3.20 Lacs (Previous Year Rs.1.29 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable/receivable on demand and there is no repayment schedule.The interest, where applicable, is payable/receivable on demand.

d) Since the loans are repayable/receivable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 inventories and fixed assets.

5. (a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered into the register maintained u/s 301 of the Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has been prescribed by the Central Government under Clause (d) of subsection (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2014 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having an existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amounted to Rs.796.85 Lacs (Previous year Rs. 856.75 lacs). It has earned cash profit of Rs.133.62 Lacs in the financial year under review and incurred cash losses of Rs.35.63 Lacs in the financial year immediately preceding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to the financial institution/bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this Clause of the Companies (Auditors'' Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

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

16. The company has taken term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 31st March, 2014, we report that no significant funds raised on a short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and 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 Ashok Shashi & Co., (FRNo. 013258N) Chartered Accountants sd/- Place:Ludhiana (Budh Kumar) Dated 30.05.2014 Partner M. No.098415

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Mar 31, 2012

We have audited the attached Balance Sheet of Ritesh International Limited, Ludhiana as at 31s' March 2012 and also the Statement of Profit & Loss for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's Management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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 ana significant estimates maae oy management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

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

(b) In our opinion, proper books of accounts as required by law have been kept by the Company

so far as appears from our examination of the books;

(c) The Balance Sheet and Statement of Profit & Loss, referred to in this report, are in agreement with the books of accounts;

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

(e) In our opinion the Balance Sheet, Statement of Profit & Loss and the Cash Flow statements dealt with this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to Note No.33, regarding the show cause notice issued by Excise Department, give the information required by the Companies Act,

1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i. In the case of Balance Sheet, of the state of affairs of the Company as 31s' March, 2012 and

ii. In the case of the Statement of Profit & Loss, of the 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.

1. a) The Company has maintained proper records

showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including fixed assets register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the

management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories except for its knitwear division and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from one (Previous

year one) companies/firms /Individuals covered in the register maintained under Section 301 of the Companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 10.30 Lacs (Previous Year Rs. 17.36 Lacs). There are one (Previous year one) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.1.29 Lacs (Previous Year Rs.1.29 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest, where applicable, is payable on demand.

d) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 inventories and fixed assets.

5. a) Based on the audit procedure applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered in to the register maintained u/s301 ofthe Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31st March, 2012 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amount to Rs.756.38 Lacs (Previous year Rs. 778.63 lacs). It has incurred cash profit of Rs.84.39 Lacs in the financial year under review and Rs.115.65 Lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution/bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this

Clause of the Companies (Auditors' Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

15. According to information and explanations given to us, the company has not given guarantees for loans taken by other from the bank or financial institutions.

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 3151 March, 2012, we report that no significant funds raised on short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and 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 ouraudit.

For Bhushan Aggarwal & Co., (Firm Registration No. 005362N) Chartered Accountants

sd/- (Shashi Bhushan)

Place: Ludhiana Prop.

Dated: 14.08.2012 M. No. 084005

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Mar 31, 2010

We have audited the attached Balance Sheet of Ritesh International Limited, Ludhiana as at 31st March 2010 and also the Profit & Loss Account for the year ended on that date Annexed thereto and the Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Companys Management. Our responsibility is to express opinion on these financial statements based on our audit.

We conducted our audit in accordance with Auditing Standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis- statement. 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.

We report that:

1. As required by Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph (1) above, we report as under:

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

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

(c) The Balance Sheet and Profit & Loss Account, referred to in this report, are in agreement with the books of accounts;

(d) On the basis of written representations received from the Directors as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

(e) In our opinion the Balance Sheet, Profit & Loss Account and the Cash Flow statements dealt with this report comply with the Accounting Standards prescribed by Companies (Accounting Standards) Rules, 2006 to the extent applicable.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said statement of accounts, read with notes thereon subject to Note No.7, regarding the show cause notice issued by Excise Department, as given in the Notes on Accounts as per Annexure "T" give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

i in the case of Balance Sheet, of the state of affairs of the Company as 31st March, 2010 and

i. in the case of the Profit & Loss Account, of the Profit for the year ended on that date.

ii. 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 (1) of our Report of even date)

1. a) The Company has maintained proper

records showing full particulars including quantitative details and situation of its fixed assets. On 13.02.2005 there was a fire in the office premises, in which some of the records of the company maintained up to 31.03.2004 have been destroyed including fixed assets register.

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals by rotation as per the verification plan adopted by the company which is reasonable having regard to the size of the company and nature of its fixed assets. No material discrepancies were noticed on such verification.

c) As per the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year.

2. a) Inventories have been physically verified by the management at reasonable intervals during the year/at the year end except the stocks lying with third parties.

b) As explained to us, the procedures of physical verification of the stocks refer to in (a) above followed by the management, in our opinion, reasonable and adequate in relation to the size of the company and the nature of its business.

d) In our opinion and according to the information and explanations given to us, the company is maintaining proper records of its inventories and the discrepancies noticed on such physical verification is not material and have been adequately dealt with in the books of accounts.

3. a) The Company has taken loan from three

(Previous year three) companies/firms / Individuals covered in the register maintained under Section 301 of the companies Act, 1956. The year-end balance of loans taken from such parties was Rs. 212.08 Lacs (Previous Year Rs. 239.00 Lacs). There are two (Previous year two) companies/firms covered in the register maintained under Section 301 of the Companies Act, 1956, to which the company has granted loans. The year-end balance of loans granted to such parties was Rs.1.63 Lacs (Previous Year Rs.1.43 Lacs).

b) In our opinion and according to the information and explanations given to us, the rate of interest, where applicable and other terms and conditions, are not prima facie prejudicial to the interest of the company.

c) The principal amounts are repayable on demand and there is no repayment schedule. The interest, where applicable, is payable on demand.

d) Since the loans are repayable on demand and therefore the question of overdue amounts does not arise.

4. In our opinion and according to the information 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 inventories and fixed assets.

5. (a) Based on the audit procedure applied by us

and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the company has no transaction exceeding Rs.5.00 lacs or more with the parties to be entered in to the register maintained u/s 301 of the Companies Act, 1956.

6. The company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956.

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

8. Maintenance of cost records has not been prescribed by the Central Government under Clause (d) of sub section (1) of Section 209 of the Companies Act, 1956.

9. a) According to the records of the Company, the

Company is regular in depositing with the appropriate authorities the undisputed statutory dues including Provident Fund, Employee State Insurance, Income Tax , Sales tax, Wealth Tax, Custom Duty, Excise duty and other Statutory dues.

b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at 31s March, 2010 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no dues payable in respect of Income tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and any other statutory dues which are in dispute and have not been deposited with appropriate authorities.

10. The company has been registered for a period of more than five years, having existing Share Capital of Rs.855.28 Lacs. Its accumulated losses at the end of the financial year amount to Rs.839.14 Lacs (Previous year Rs. 883.08 lacs). It has incurred cash profit of Rs.97.20 Lacs in the financial year under review and Rs.67.43 Lacs in the financial year immediately proceeding such financial year.

11. Based on our Audit procedure and on the information and explanation given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institution/bank.

12. According to the information and explanations given to us, the company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. The company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provision of this Clause of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

14. According to information and explanations given to us, the company is not dealing or trading in share and securities. All investments in shares have been held by the company in its own name.

15. According to information and explanations given to us, the company has not given guarantees for loans taken by other from the bank or financial institutions.

16. The company has not taken any term loan during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company as at 31sMarch, 2010, we report that no significant funds raised on short term basis have been used for long term investments.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the company has not made any preferential allotment of shares during the year.

19. The company has no outstanding debentures during the year under audit.

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

21. Based upon the audit procedures performed and 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 Bhushan Aggarwal & Co.,

Chartered Accountants

Firm Registration No. 005362N

sd/-

Place : Ludhiana (S.B.Aggarwal)

Dated: 25.08.2010 Prop.