Auditor Report of RTCL Ltd.

Mar 31, 2015

We have audited the accompanying Financial Statements of RTCL Limited ("the Company"), which comprise the Balance Sheet as March 31, 2015, the Statement of Profit and Loss, 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

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these 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 provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 control, 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.

Auditors' 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 thereunder.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal 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 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 March 31,2015, its profit and its cash flows for the year ended on that date.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' 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, to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 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 31 March 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) with respect to 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 does not have any pending litigations, which may have any impact on its financial position in its financial statement as of March 31,2015;

ii. The Company did not have any long term contracts including derivatives contracts;

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

ANNEXURE REFERRED TO IN OUR INDEPENDENT AUDITORS' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED MARCH 31, 2015, WE REPORT THAT:

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 the fixed assets.

b. The fixed assets have been physically verified by the management during the year in accordance with the regular program of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

2. In respect of inventory of the company:

a. As explained to us, the inventories of finished goods were physically verified at regular intervals by the Management.

b. In our opinion and according to the information and explanation, the procedures of physical verification of inventories followed by the management were 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 has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks as compared to book records.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a) and (iii)(b) of the said Order are not applicable to 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, fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits during the year and does not have any unclaimed deposits. Therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company.

6. As informed to us, the central government has not prescribed maintenance of cost records under sub - section (1) of section 148 of the Act, in respect of the activities carried on by company.

7. In respect of statutory dues:

a. According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance (ESI), Income tax, Tax Deducted At Source, Tax Collected At Source, Professional Tax, Sales Tax, Value Added Tax (VAT), Wealth Tax, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b. According to the information and explanations given to us, there were no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, VAT, Cess and other material statutory dues in arrears / were outstanding as at March 31,2015.

c. According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

8. The company does not have accumulated losses at the end of financial year. The company has not incurred any Cash loss during the financial year covered by our Audit.

9. In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to financial institutions, banks and debenture holders.

10. According to the information and explanations given to us, the Company has given Corporate guarantee for loans taken by others from banks or financial institutions, as referred to in para number 28 of Notes to Accounts.

11. According to the information and explanations given to us, the term loans of the Company have been applied for the purpose for which they were raised.

12. To the best of our knowledge and according to the information and explanation given to us, no fraud by the company and no material fraud on the Company has been noticed or reported during the year.

For Kumar Piyush & Co. Firm Registration No.: 005120N Chartered Accountants

Sd/- Virendra Kumar Goel Place: New Delhi Partner Date: May 30, 2015 Membership No.: 083705

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows 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 fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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 Profi t and Loss of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' 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 specifi ed in paragraphs 4 and 5 of the Order.

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

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

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

c) The Balance Sheet, Statement of Profi t and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

d) In our opinion, the Balance Sheet, Statement of Profi t 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, 2014, and taken on record by the Board of Directors, none of the directors is disqualifi ed as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

f) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS CONTAINED IN INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2014

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) We have been informed that the fi xed assets of the company are physically verifi ed by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) During the year, the company has not disposed off substantial part fi xed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verifi ed during the year by the management, in our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation 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 verifi cation.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(e) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 925,000/-.

(f) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(g) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

(x) The company does not have accumulated losses at the end of the fi nancial year. The company has not incurred cash losses during the fi nancial year covered by the audit and in the immediately preceding fi nancial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any fi nancial institution or bank during the year, further, the company has not issued any debentures.

(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(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefi t Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or fi nancial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment.

(xviii) According to the information and explanations given to us, 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. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

(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 Kumar Piyush & Co. Firm Registration No.: 005120N Chartered Accountants

Sd/- VIRENDRA KUMAR GOEL, PARTNER Membership Number: 083705

Place: New Delhi Date: May 30th, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying fi nancial statements of RTCL Limited, ("the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profi t and Loss and Cash Flow Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fi nancial statements that give a true and fair view of the fi nancial position, fi nancial performance and cash fl ows 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 fi nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these fi nancial 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 fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the fi nancial 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 fi nancial 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 fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient 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 fi nancial 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 Profi t and Loss of the loss for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' 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 specifi ed in paragraphs 4 and 5 of the Order.

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

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

(b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books [and proper returns adequate for the purposes of our audit have been received from branches not visited by us];

(c) the Balance Sheet, Statement of Profi t and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account [and with the returns received from branches not visited by us];

(d) in our opinion, the Balance Sheet, Statement of Profi t 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 disqualifi ed as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) Since the Central Government has not issued any notifi cation as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS CONTAINED IN INDEPENDENT AUDITORS'' REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013

(i) (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fi xed assets.

(b) We have been informed that the fi xed assets of the company are physically verifi ed by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verifi cation.

(c) During the year, the company has not disposed off substantial part fi xed assets. Accordingly this has not affected the going concern assumption.

(ii) (a) The inventory of the company has been physically verifi ed during the year by the management, in our opinion, the frequency of verifi cation is reasonable.

(b) In our opinion, the procedures of physical verifi cation 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 verifi cation.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(e) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 925,000/-.

(f) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(g) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fi xed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees'' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, the company has paid all undisputed dues before signing of our Balance Sheet.

(x) The company does not have accumulated losses at the end of the fi nancial year. The company has not incurred cash losses during the fi nancial year covered by the audit and in the immediately preceding fi nancial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any fi nancial institution or bank during the year, further, the company has not issued any debentures.

(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(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefi t Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or fi nancial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment.

(xviii) According to the information and explanations given to us, 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. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

(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 Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL,

PARTNER

Membership Number: 083705

Place: New Delhi

Date: May 30th, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31, 2012, also the Profit and Loss Account and Cash Flow Statement 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'order') issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

(iii) The Balance Sheet, the Profit and Loss Account and 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 Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, subject to the para number 15 of the notes on accounts regarding non-consolidation of books of accounts in the last financial year as per AS-21 issued by The ICAI;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

(a) In the cases of the Balance Sheet, of the state of affairs of the company as at March 31, 2012;

(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, of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012

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

(b) We have been informed that the fixed assets of the company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part fixed assets. Accordingly this has not affected the going concern assumption.

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

(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. No material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(b) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 9,25,000/- (Rupees Nine Lacs Twenty Five Thousand Only).

(c) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(d) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) As at March 31, 2012, according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of Amount Period to which the Forum where dispute statute The Dues (Rupees In Lakh) amount relates pending.

12.63 Income Tax (Actual Demand was Rs. 21.63 Assessment Year Hon'ble High Court, Delhi Act, 1961 Lakh and Rs. 9 Lakh has already 2002-2003 been deposited.)

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank during the year, further, the company has not issued any debentures.

(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(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment.

(xviii) According to the information and explanations given to us, 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. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

(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 Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL,

PARTNER

Membership Number: 083705

Place: New Delhi

Date: May 30th, 2012

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31, 2011, also the Profit and Loss Account and Cash Flow Statement 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003, as amended by the Companies (Auditor's Report) (Amendment) Order 2004 (together the 'order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, and on the basis of such checks as we considered appropriate, and ac- cording to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

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

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

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

d. In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 19560n the basis of written representations received from the directors, as on March 31, 2011 and taken on records by the Board of Directors, we report that none of the directors in disqualified as on March 31, 2011 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 and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

I. In the cases of the Balance Sheet, of the state of affairs of the company as at March 31, 2011;

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITOR'S REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2011

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

(b) We have been informed that the fixed assets of the company are physically verified by the management ac- cording to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part fixed assets. Accordingly this has not affected the going concern assumption.

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

(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. No material discrepancies were noticed on physical verification.

(iii) (a) The company has not granted loan to parties, covered in the register maintained under section 301 of The Companies Act, 1956. Accordingly, the provisions of paragraph 4(iii) (a) to (d) of CARO are not applicable.

(b) The company had taken unsecured loan from one party covered in the register maintained under section 301 of The Companies Act, 1956. The amount involved in the transactions was Rs. 1,135,000/-.

(c) In our opinion, the rate of interest and other terms and conditions on which, loans have been taken are not prima facie, prejudicial to the interest of the company.

(d) The said interest bearing unsecured loan is returnable on demand and accordingly, there is no repayment schedule/overdue amount.

(iv) There is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) According to the information and explanations given to us, we are of the opinion that the transactions made in pursuance of such contracts of arrangements referred to in paragraph (v) (a) above have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of section 58A and 58AA of The Companies Act, 1956 and the rules framed there under. Accordingly, the provisions of paragraph 4(vi) of CARO are not applicable.

(vii) The company does not have internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209( 1) (d) of The Companies Act, 1956 for any of its product. Accordingly, the provisions of paragraph 4(viii) of CARO are not applicable.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable

(c) As at March 31, 2011, according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of Amount (Rupees In Lakh) Period to which the Forum where dispute statute The Dues amount relates pending.

12.63 Income Tax Income Tax (Actual Demand was Rs. 21.63 Assessment Year

Act, 1961 Lakh and Hon'ble High Court, Delhi Rs. 9 Lakh has already 2002-2003

been deposited.)

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank during the year, further, the company has not issued any debentures.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, deben- tures and other securities. Accordingly, the provisions of paragraph 4(xii) of CARO are not applicable.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any special statute applicable to Chit Fund/ Nidhi/ Mutual Benefit Fund/ Society are not applicable to it. Accordingly, the provisions of paragraph 4(xiii) (a) to (d) of CARO are not applicable.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name except to the extent of exemption, if any, granted under section 49 of the act.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of paragraph 4(xv) of CARO are not applicable.

(xvi) According to the information and explanation given to us, the company has not taken term loan, so this clause is not applicable to it. Accordingly, the provisions of paragraph 4(xvi) of CARO are not applicable.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment.

(xviii) According to the information and explanations given to us, 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. Accordingly, the provisions of paragraph 4(xviii) of CARO are not applicable.

(xix) According to the information and explanations given to us, during the period covered by our audit report and the company had not issued any debentures and accordingly, the provisions of paragraph 4(xix) of CARO are not applicable.

(xx) According to the information and explanations given to us, during the year the company has not raised any money from the public issue. Accordingly, the provisions of paragraph 4(xx) of CARO are not applicable.

(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or re- ported during the course of our audit.

For Kumar Piyush & Co.

Firm Registration No.: 005120N

Chartered Accountants

Sd/-

VIRENDRA KUMAR GOEL

Partner

Membership Number: 083705

Place: New Delhi

Date: May 30, 2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of RTCL Limited as at March 31,2010, also the Profit and Loss Account and Cash Flow Statement for the year ended en 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.

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

3. As required by the Companies (Auditors Report) Order 2003. as amended by the Companies (Auditors Report) (Amendment) Order 2004 (together theorder) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. and on the basis of such checks as we considered appropriate, and ac- cording to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable to the company.

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

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were neces- sary for the purposes of our audit:

(i) 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;

(iii) The Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt with by this report are in agree- ment with the books of account;

(iv) In our opinion, the Balance Sheet, the Profit and Loss Account and Cash Flow Statement dealt from this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act. 1956 . subject to the para number 15 of the notes on accounts regarding non-consolidation of books of accounts in the last financial year as per AS-21 issued by The ICAI;

(v) On the basis of written representations received from the directors, as on March 31,2010 and taken on records by the Board of Directors, we re port that none of the directors in disqualified as on March 31,2010 from being ap- pointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act. 1956:

(vi) In our opinion and to the best of our information and according to the explanations given to us and subject to para number 16 of the notes on accounts regarding non-provision of liability of gratuity as per AS-15 issued by The ICAI, the said accounts give the information required by the CompaniesAct. 1956. in the manner so required and give a true and fair view conformity with the accounting principles generally accepted in India:

(a) In the cases of the Balance Sheet, of the state of affairs of the company as at March 31,2010;

(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; of the cash flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF RTCL LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31,2010

(i)
(b) We have been informed that the fixed assets of the company are physically verified by the management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reason- able having regard to the sizeof the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has disposed off fixed assets having the book value of Rs. 10,552,342.81. This has not effected the going concern assumption.

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

(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.


(ii)




There is adequate internaI control system commensurate wit h toe size of the company and the nature of its busi- ness with regard to the purchase of inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company and according to the information and explanations given to us. we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of The Companies Act. 1956 have been entered in the register required to be maintained under that section.


(vi) The Company has not accepted any deposits from the public within the meaning of section 58Aand 58AA of The Com- panies Act, 1956 and the rules framed there under.


(viii) The Central Government has not prescribed for the maintenance of cost records by the company under Section 209(1} (d) of The Companies Act, 1956 for any of its product.

(ix) (a) According to the books and records as produced and examined by us in accordance with generally accepted au- diting practices in India and also based on management representations, undisputed statutory dues, if applicable, in respect of Provident Fund, Employees State insurance dues. Investor Education and Protection Fund, income Tax, Wealth Tax, Custom Duty. Excise Duty, Cess and other material statutory dues have generally been regularly deposited except Service Tax by the company during the year with the appropriate authorities.

(b) According to the information and explanation given to us no undisputed amounts payable in respect of Provident Fund. Employees State insurance dues. Investor Education and Protection Fund, Income Tax. Wealth Tax, Cus- tom Duty, Excise Duty, Service Tax, VAT, Cess and other undisputed statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable

(c) As at March 31,2010. according to the records of the company and the information and explanations given to us, the following is the particulars of dues in respect of Income Tax. Sales Tax, Wealth Tax. Service Tax, Custom Duty, excise duty and Cess that have not been deposited on account of dispute:

Name of the Nature of The Dues Amount (Rupees In statute Lakh)

Income Income Tax 12.63 Tax Act. 1961 (Actual Demand was Rs. 21.63 Lakh and Rs. 9 Lakh has already been deposited.)



Name of the statue Period to which Forum where dispute the amount relates pending.

Income Tax Act. 1961 Assessment Year Honble High Court, 2002-2003 Delhi

(x) The company does not have accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the records of the company, it has not defaulted in repayment of its dues to any financial institution or bank or to debenture holders during the year.

(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.

(xiii) In our opinion, considering the nature of activities carried on by the company during the year, the provisions of any speciaI statute applicable to Chit Fund/ Nidhi/ MutuaI Benefit Fund/ Society are not applicable to it.

(xiv) The company has maintained proper records of the transactions and contracts in respect of dealing or trading in shares, securities and other investments and timely entries have been made therein. All, securities have been held by company in its own name.

(xv) According to the information and explanations given to us, the company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) According to the information and explanation given to us. the company has not taken term loan, so this clause is not applicable to it.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment and no funds raised on long-term basis have been used for short-term investment.

(xviii) According to the information and explanations given to us, 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.

(xix) According to the information and explanations given to us, during the period covered by out audit report, the company had not issued any debentures and has not created any security in respect of debentures.

(xx) According to the information and explanations given to us,during the year the company has not raisedany money from the public issue.

(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 Kumar Piyush & Co. Chartered Accountants

VIRENDRA KUMAR GOEL

Partner

Membership Number: 003705

Firm Registration No.: 005120N

Place: New Delhi Date : May 29, 2010