Auditor Report of RLF Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of RLF LIMITED ("the company"), which comprise the Balance Sheet as at 31st March 2015,the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Companies Act, 2013 with respect to 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 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 of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and 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 mis-statement, 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 specified under Section 143 (10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and there as on reasonableness of the accounting estimates made by the Company's Directors, 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 stand alone financial statements.

Basis of Qualified Opinion

As per AS 15 ,an Employee Benefits , company is required to get actuarial certificate at least once during the financial year for retirement and other benefits .Also Defined benefit obligation in nature of Gratuity and leave encashment are to be accounted on accrual basis .The company though provides for Provident Fund on accrual basis ,Leave encashment and Gratuity are accounted on cash basis and not on accrual basis .Neither the company has obtained an actuarial certificate during the financial year.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis of Qualified Opinion paragraph the afore said 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 profit and its cash flows for the year ended on that date.

Emphasis of Matters

As per Schedule - II of the companies act 2013 company shall recognize the carrying value in the opening balance of retained earning where the remaining useful life of an asset is nil. Company is having negative opening retained earnings amounting of Rs.21,783,601/- , which has further been increased by asset balances to be written off as per Schedule- II of companies act , 2013 amounting of Rs.12,194,040/- and Profit during the year by Rs 2,820,970/-, resulting into negative retained earnings of Rs 31,156,671/-.

Our opinion is not qualified /modified in respect of this matter.

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 section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Sectionl43 (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 the 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 Auditor's Report in accordance with Rulell 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 does not have any pending litigations which would impact its financial position

ii. The Company did not have any long-term contracts including derivative 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.

The Annexure referred to in paragraph 1 of Report on Other Legal and Regulatory Requirements of our Report of even date to the members of RLF LIMITED on the accounts of the Company for the year ended 31st March, 2015.

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

(i) (a) According to information and explanation provided to us, the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

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

(ii) (a) physical verification of inventory has been conducted at reasonable intervals by the management.

(b) In our opinion the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted loans, secured or unsecured, to companies, firms or other parties listed in the Register maintained under Section 189 of the Companies Act, 2013 and hence clauses (a) and (b) are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items sold are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in the aforesaid internal control system.

(v) In our opinion and information and explanation given to us the company has accepted deposits from the members of the company in previous year .The company has renewed certain deposits amounting to Rs I9,l28,848/-during the year , but certain procedural guidelines as mentioned in the section 73 of the company's act 2013 and rules framed there under has not been followed.

(vi) According to the information and explanations given to us the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148 (I) of the Companies Act, 2013 are applicable to the Company and the company has duly made and maintained such accounts and records.

(vii) According to the information and explanation given to us and records of the company examined by us:

(a) The company regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities.

(b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues in arrears as at 31st March, 2015 for a period of more than six months from the date they became payable

(c) There were no amounts payable in respect of Wealth Tax, Duty of Customs, Income-tax, Service Tax, Duty of Excise and Cess and other material statutory dues in arrears as at 31st March, 2015 which have not been deposited as on 31st March, 2015 on account of disputes. The sales tax department had created a demand on the company in respect of cases for 2 years against which the company has preferred appeals to the appropriate authorities aggregating to Rs 28,64,433/-(PreviousYear Rs.28,64,433/-)

(d) According to the information and explanation given to us and the record of the company ;the company is not required to transfer to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (I of 1956) .

(viii) The company has accumulated losses at the end of financial year which is not more than fifty percent of its net worth.

The company has not incurred cash losses during the financial year covered by the audit and in immediately preceding financial year.

(ix) According to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institution or bank . The Company has an dispute going on with Central Bank of India regards to Excess interest charged by the Bank under the Scheme of Ministry of Textile, Government of India in the year 2005 on our Term Loan accounts amounting to Rs 19.82 Lacs for which the company is following up with the Bank for the refund .

(x) 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.

(xi) In our opinion and according to the information and explanations given to us, the Company has not obtained any term loan during the year and hence the question of commenting on the application thereof does not arise.

(xii) To the best of our knowledge 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.

JP CHAWLA & COMPANY Chartered Accountants Firm Regn No. 001875N

Sd/- J.P.CHAWLA ( Partner) Membership No. 015488

Place: New Delhi Dated:26th May 2015

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Mar 31, 2014

We have audited the accompanying financial statements of RLF LIMITED ("the Company"), which comprise the Balance Sheet as at March 3 1,2014, the Statement of Profit and Loss and the Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''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 cash flows of the Company in accordance with theAccounting Standards referred to in sub-section (3C) of section 21 I of the Companies Act, 1956 ("the Act") read with the general circular 15/2013 dated 13'' 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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our 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, we consider 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 entity''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.

Qualified Opinion

As per AS 15, an Employee Benefits, a listed company is required to get actuarial certificate at least once during the financial year for retirement and other benefits. Also "Defined benefit obligations" in nature of Gratuity and Leave encashment are to be accounted on accrual basis.The company though provides for Provident Fund on accrual basis, Leave encashment and Gratuity are accounted on cash basis and not on accrual basis. Neither the company has obtained an actuarial certificate during the financial year.

In our opinion and to the best of our information and according to the explanations given to us.exceptforthe effects of the matter described under the paragraph on Qualified Opinion, 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 3 1,2014;

b) in the case ofthe Statement of Profitand Loss.ofthe Profit for the year ended on that date;

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

Emphasis of Matter

We like to draw attention to note number 25 of "Notes to Financial Statements." The company has won the case for refund of Cenvat Credit amounting to Rs. 27,05,026.The case was decided by Hon''ble Punjab & Haryana High Court vide order dated 30.07.2009.The effect of the refund has not been accounted for in the books of accounts, as the application for refund is pending with department.

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 theAct,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 ourexamination 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 sub-section (3C) of section 21 I of the Companies Act, l956("theAct") read with the general circular 15/2013 dated 13'' 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 March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 3 1,2014,from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Companies Act, 1956.

Annexure to the Auditors'' Report of even date to the members of RLF LIMITED, on the financial statements for the year ended March 31, 2014 (Referred to in our report of even date)

Based on the Audit Procedures performed for the purpose of reporting a true and fair view on the financials statements of the company and taking into the consideration the information and explanation given to us and the books of account and other records examined by us in the normal course of audit, we report that:

i) In respect of Fixed Assets of the Company and in our opinion:

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

b. The Company has a regular programme of physical verification of its fixed assets by which they are verified annually. In accordance with this programme, fixed assets were verified during the year and no discrepancies were noticed on such verification. In our opinion, the frequency of the physical verification is reasonable having regards to the size of the company and nature of fixed assets.

c. The Company has not disposed off substantial part of any fixed assets during the year.Therefore the going concern assumption is not affected.

ii) In respect of Inventories of the Company and in our opinion

a. Inventories have been physically verified by management during the year and the frequency of verification is reasonable.

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

c. The Company is maintaining proper records of inventory. No material discrepancies were noticed on physical verification of inventory.

iii) During the year, the company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the register maintained under section 301 oftheCompaniesAct, 1956.

a) The Company has taken unsecured loan from two party covered in the register maintained under section 301 of the Companies Act, l956The maximum amount involved during the year was Rs.82,12,570/-and the year-end balance of such loan amount to Rs.47,49,000/-

b) The rate of interest and other terms conditions of loans taken by the Company are not, prima facie, prejudicial to the interest of the Company.

c) In respect of loans taken, the principal amount is repayable on demand in accordance with the terms and conditions, and the payment of interest has been regular in accordance with such terms and conditions.

iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and for the sale of goods & services.We have not observed any major weakness in the internal control system during the course of the audit, v) a) In our opinion, the particulars of all contracts or arrangement that are needed to be entered into the register maintained under section 301 have been so entered, b) In our opinion, the transaction made in pursuance of such contracts and arrangements with parties with whom transactions exceeding value of Rupees Five Lakh have been entered during the financial year are reasonable having regard to prevailing market price at relevant. For price justification reliance is placed on the information and explanation given by the management, vi) In our opinion and according to the information and explanation given to us, the Company has complied with the directions issued by the Reserve Bank of India and the provision of Section 58Aand section 58AAorany other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public, vii) In our opinion.the company has an internal audit system commensurate with the size and nature of its business, viii) In our opinion the maintenance of cost records as prescribed under section 209(l)(d) of the Companies Act, 1956, are applicable and the company has duly made and maintained such accounts and records, ix) In respect of disputed and undisputed Statutory Dues of the Company and according to information and explanations given to us and on the basis of our examination of the records of the Company:

a. Amounts deducted / accrued in the books of accounts in respect of Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and any other material Statutory Dues have generally been regularly deposited during the year by the Company with the appropriate authorities, to the extent applicable.There were no dues on account of Cess under Section 441A of the Companies Act, 1956 since the aforesaid section has not yet been made effective by the Central Government.According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were in arrears, as at March 3 1,2014 for a period of more than six months from the date they became payable, except Sales Tax liability of Rs. 12,37,874/-which has not been deposited by the company during the year. b. The sales tax department had created a demand on the company in respect of cases for 2 years against which the company has preferred appeals to the appropriate appellate authorities aggregating to Rs 28,64,433/- (PreviousYear Rs 28,64,433).

x) The accumulated losses of the company at the end of the current financial year are not more than 50 % of its net worth. It has not incurred cash losses in the current financial year and immediately preceding financial year as well,

xi) In our opinion.the Company has not defaulted in repayment of dues to financial institutions or banks or debenture holders,

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

xiii) The Company is not a Chit Fund or a Nidhi/ Mutual Benefit fund/Society.Accordingly, the provisions of paragraph 4 clause

(xiii) of the Order are not applicable to the Company,

xiv) In our opinion the company is not dealing or trading in shares, debentures, and other investments. Accordingly, the provisions of paragraph 4 clause

(xiv) of the order are not applicable to the company,

xv) In our opinion.the terms and conditions on which the Company has given guarantee for loan taken by others from banks or financial institutions are not, prima facie, prejudicial to the interests of the company,

xvi) In our opinion and to the best of our knowledge and belief, proceeds of term loans taken were, prima facie, applied for the purpose which they were obtained,

xvii) In our opinion and on an overall examination of the balance sheet of the Company, funds raised on short-term basis, prima facie, have not been used for the long-term investment by the Company,

xviii) In our opinion, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 oftheCompaniesAct, 1956.

xix) In our opinion and the records examined by us, no debentures were issued during the year,

xx) The Company has not raised any monies by way of public issue during the year.Accordingly, the provisions of paragraph 4 clause

(xx) of the Order are not applicable,

xxi) In our opinion, no material fraud on or by the Company has been noticed or reported during the period covered in our audit.

For Sharma Goel & Co. LLP Chartered Accountants FRN: 000643 N

Sd/- Amar Mittal Place: New Delhi (Partner) Date: May27,20l4 MembershipNo.017755

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Mar 31, 2011

1. We have audited the attached Balance Sheet of M/s RLF Limited as at 31st March 2011 and also the 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 financial statements based on our audit

2. We conducted our audit in accordance with auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.An audit 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 the Companies(Auditor's Report) (Amendment) Order, 2004 issued by the 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 paragraphs 4 and 5 of the said Order.

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

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

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

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement, dealt with by this report comply with the Accounting Standards, referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except requirements of Accounting Standard 15 on Employee Benefits (Refer Accounting Policy No.-7);

v. On the basis of written representations received from the directors, as on 31" March, 201 I, and taken on record by the Board of Directors, we report the none of directors is disqualified from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act, 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with Significant Accounting Policies and Notes thereon, subject to requirements of Accounting Standard 15 on Employee Benefits (Refer Accounting Policy No.-7);give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31" March, 2011;

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

c. In the case of Cash flow statement the Cash flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

REFERREDTO IN PARAGRAPH (3) IN OUR REPORT OF EVEN DATE FORTHEYEAR ENDED 31.03.201 I.

1. In respect of fixed assets of the Company:-

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

b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancy has been noticed on such verification.

c. The company has not disposed off any fixed assets during the year.

2. In respect of inventories of the Company: -

a. Inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate, in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory.There were no material discrepancies noticed on physical verification of inventory.

3. During the year, the company has not granted any loans secured or unsecured to companies.firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Further the Company has taken unsecured loan in past from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956 and the balance outstanding as on 31 March 2011 is Rs. 10.31 Lac.The rate of interest and other terms and conditions of the loan taken, are prima facie not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system.

5. The particulars of contracts or arrangements that are needed to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered and these transactions prima-facie have been made at prices which are reasonable having regard to the prevailing market price.

6. In our opinion and according to the information and explanations given to us, the company has complied with the direction issued by the Reserve Bank of India and the provision of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to deposit accepted from the public.

7. The internal audit of the Company has been conducted by its own internal staff and in our opinion, the company has an internal audit system.commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of cost records by the Company under Section 209 (I )(d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

9. a) According to the records of the Company, it is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax,custom duty,excise duty,cess and other applicable statutory dues.

b) According to the information and explanations given to us, there is no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess as at the year end; for a period more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of custom duty, wealth tax and cess, which have been deposited on account of any dispute except Sales Tax demand of Rs 31.49 Lacs against which the company has gone into Appeal.

10. The Company has accumulated losses at the end of the financial year but its not exceed fifty percent of its net worth and it has not incurred cash losses in the current and immediately preceding financial year.

11. The Company has not defaulted in repayment of dues to Financial Institution and Banks. Further the Company does not have any outstanding debentures.

12. The company has not granted any loans and advances, on the basis of security by way of pledge of shares, debentures and other securities.during the year.

13. The Company is not a chit fund, nidhi or 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.

14. The Company has maintained proper records of transactions and contracts in respect of dealing in shares and other investments and that timely entry have been made therein All shares and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantee during the year, for loans taken by others from Banks or other Financial Institutions.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to any person during the year.

19. The Company does not have any outstanding debentures.Therefore, the provision of clause 4(xix) of the Companies (Auditor's Report) Order,2003 is not applicable to the Company.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Sharma Goel & Co. Chartered Accountants FRN. 000643N

Sd/- (Amar Mittal) Partner Membership No. 017755

Place : New Delhi Dated : 27th May 2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s RLF Limited as at 31stMarch 2010 and also the 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 Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with 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 includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies(Auditors Report) (Amendment) Order, 2004 issued by the 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 paragraphs 4 and 5 of the said Order.

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

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

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

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

iv. In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement, dealt with by this report comply with the Accounting Standards, referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except requirements of Accounting Standard 15 on Employee Benefits (Refer Accounting Policy No.-7);

v. 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 the none of directors is disqualified from being appointed as a director in terms of clause (g) of sub-section (I) of Section 274 of the Companies Act 1956;

vi. In our opinion and to the best of our information and according to the explanations given to us, the said Accounts read with Significant Accounting Policies and Notes thereon, subject to requirements of Accounting Standard 15 on Employee Benefits (Refer Accounting Policy No.-7); give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:-

a. In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March,2010;

b. In the case of the Profit and LossAccount,of the Profit for the year ended on that date; and

c. In the case of Cash flow statement, the Cash inflows of the company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

REFERRED TO IN PARAGRAPH (3) IN OUR REPORT OF EVEN DATE FORTHEYEAR ENDED 31.03.2010

1. In respect of fixed assets of the Company: -

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

b. The fixed assets have been physically verified by the management at reasonable intervals and no material discrepancy has been noticed on such verification.

c. No substantial part of the Fixed Assets has been disposed off during the year, which has a bearing on the Going Concern assumption.

2. In respect of inventories of the Company: -

a. Inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate, in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. There were no material discrepancies noticed on physical verification of inventory.

3. During the year, the company has not granted any loans secured or secured or unsecured to /from companies, firms or other parties covered in the Register maintained under section 301 of the Companies Act, 1956. Further the Company had taken loan from two parties during the year and the amount of which outstanding as on 31 March 2010 was Rs. 10.15 Lac.The rate of interest and other terms and conditions of the loan taken, are prima facie not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedures, commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit no major weakness has been noticed in the internal control system.

5. The particulars of contracts or arrangements that are needed to be entered into the register maintained under section 301 of the Companies Act 1956 have been so entered and these transactions prima-facie have been made at prices which are reasonable having regard to the prevailing market price.

6. In our opinion and according to the information and explanations given to us, the company has complied with the direction issued by the Reserve Bank of India and the provision of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975 with regard to deposit accepted from the public.

7. The internal audit of the Company has been conducted by its own internal staff and in our opinion, the company has an internal audit system.commensurate with the size and nature of its business.

8. The Central Government has not prescribed the maintenance of cost records by the Company under Section 209 (1 )(d) of the Companies Act, 1956, therefore the provision of clause 4 (viii) of the Companies (Auditors Report) Order, 2003 is not applicable to the company.

9. a) According to the records of the Company, it is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance.income tax, sales tax, wealth tax, custom duty excise duty.cess and other applicable statutory dues.

b) According to the information and explanations given to us, there is no undisputed amount payable in respect of income tax, wealth tax, sales tax, custom duty, excise duty and cess as at the year end; for a period more than six months from the date they became payable.

c) According to the information and explanation given to us, there are no dues of custom duty, wealth tax and cess, which have been deposited on account of any dispute except Sales Tax demand of Rs 31.49 Lacs against which the company has gone into Appeal.

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

11. The Company has not defaulted in repayment of dues to Financial Institution and Banks. Further the Company does not have any outstanding debentures.

12. The company has not granted any loans and advances, on the basis of security by way of pledge of shares, debentures and other securities, during the year.

13. The Company is not a chit fund, nidhi or mutual benefit fund/society. Therefore the provisions of clause 4 (xiii) of the Companies (Auditors Report) order,2003 are not applicable to the Company.

14. The Company has maintained proper records of transactions and contracts in respect of dealing in shares and other investments and that timely entry have been made therein. All shares and other investments have been held by the Company in its own name.

15. According to the information and explanation given to us, the Company has not given any guarantee during the year,for loans taken by others from Banks or other Financial Institutions.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we report that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to any person during the year.

19. The Company does not have any outstanding debentures. Therefore, the provision of clause 4(xix) of the Companies (Auditors Report) Order,2003 is not applicable to the Company.

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

21. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Sharma Goel & Co.

Chartered Accounts

FRNo. 000643N

Sd/- (A.N. Mittal) Place: New Delhi Partner

Dated: 29/07/2010 M. No. 17755