Auditor Report of Sanghi Corporate Services Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sanghi Corporate Services Limited, 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 Board of Directors of the Company 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 Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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 the 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 the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements

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

Opinion

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

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

a) Point 7 (b) of Annexure to Audit Report & Sub Point No.1 of Point (B) in Note 18 of the financial statements, 'which describes the uncertainty related to the outcome of the Block Assessment by the Income 'Pax authorities up to the period of search and ascertained the liabilities to the extent of Rs.36,047,377/- which has been disputed by the Company before the higher authorities.

b) Point 8 of Annexure to Audit Report, 'which indicates that the Company has accumulated losses and its net 'worth has been fully eroded, the Company has incurred a net cash loss during the current and previous years and, the Company's current liabilities exceeded its current assets as at the balance sheet date. These conditions, along 'with other matters set forth in Note 7, indicate the existence of a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern. However, the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said Note.

Our opinion is not modified in respect of these matters.

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(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

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

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

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

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

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

e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have as adverse effect on the functioning of the Company;

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

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any other pending litigation which would impact its financial position except litigation mentioned in point no. 7 (b) to the annexure to audit report;

ii. The Company has made provision, as required under the applicable law or Accounting Standards,for material foreseeable losses, if any, on long term contracts including derivative contracts. However the Company has recognised total loss on account of Derivative Trading of Equity Futures of Rs. 11,245,810/- for the year including the loss of Rs. 39,54,875/-pertaining to prior years.

Annexure to the Independent Auditors' Report

(Referred to our Audit Report of even date to the members of Sanghi Corporate Services 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 explanations given to us during the course of our audit, we report that:

1. In respect of its Fixed Assets:-

a. There is no Fixed Assets during the year.

b. This clause is not applicable in view of clause a above.

c. This clause is not applicable in view of clause a above.

2. In respect of its inventories:-

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory.

3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the Registered maintained under Section 189 of the Companies Act, 2013.

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

5. According to information and explanations given to us, the Company has not accepted any deposit during the year.

6. The Company does not required to maintained Cost Records as per Section 148 (1) of the Companies Act, 2013.

7. In respect of statutory dues:

a. According to the information and explanations given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities in India for a period of more than six months from the date they became payable;

b. According to the information and explanations given to us, there are no dues of Sales Tax, custom duty, wealth tax, excise duty, value added tax or cess which have not been deposited on account of any disputes except dues on account of Income Tax aggregating to Rs. 36,047,377/- (dispute whereof is pending before Income Tax Appellant Tribunal, Mumbai for the block assessment A. Y. 1988-1998);

c. The Company has been regular in transferring amounts to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and Rules made there under within time. There was no such incidence which occurred during the year.

8. The Company has accumulated losses at the end of the financial year amounting to Rs.38,289,153/- and out of total accumulated losses at end of the year Company has incurred cash losses in the financial year amounting to Rs. 13,252,474/-.

9. The Company does not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

11. The Company did not have any term loans outstanding during the year.

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

For Vivek R. Agarwal & Co. Chartered Accountants

Vivek Agarwal Place: Mumbai (Proprietor) Date: 18.07.2015 Membership No: 044372 FRN: 129058W

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Mar 31, 2014

We have audited the accompanying financial statements of Sanghi Corporate Services Limited, which comprise the Balance Sheet as at 31st March , 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 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.

Auditors'' 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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("the Order"), as amended, 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.

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

The Income Tax authorities conducted search and seizure operations at the premises of the Company on 18th June 1998 and the Management confirmed that certain documents were furnished to the Income Tax Department. We were further informed that certain person without Management''s knowledge and proper authority opened and operated upon certain Bank Accounts in the name of the company under forged signatures and unauthorised resolutions to cover up certain unauthorised and illegal business transactions through false and forged invoices. The company has taken further action by filing complaints with the concerned Authorities. Pending complaint of enquiries and investigation, the extent of impact on the Company of the aforesaid fraudulent transactions could not be ascertained in absolute terms.

The Books of account, records and other relevant documents/papers pertaining to the aforesaid transactions routed through the said unauthorised bank accounts have not been produced to us and hence not examined by us.

However the Income Tax authorities have completed the Block Assessment up to the period of search and ascertained the liabilities to the extent of Rs. 3,60,47,377/- which has been disputed by the company before the higher authorities and the same has not been provided in the accounts.

1) 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;

2) 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;

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

4) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 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.; and

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

6) In our opinion and to the best of our information and according to the explanation given to us, the accounts read together with the following notes as referred to in Note 18 of the Accounting Policies:-

1. Regarding the debtors

2. Regarding Company Secretary

3. Regarding Confirmation of Balance

Annexure referred to in paragraph 3 of the Auditor''s Report on the Accounts of Sanghi

Corporate Services Limited

1. In respect of its Fixed Assets:-

a. There is no Fixed Assets during the year.

b. This clause is not applicable in view of clause a above.

c. This clause is not applicable in view of clause a above.

2. In respect of its inventories:-

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory.

3. a. During the year, the Company has not granted any loans to parties listed in the register

maintained under Section 301 of the Companies Act, 1956. However the Company has taken loans from its directors, the details of which are as follows:

No. of persons Maximum Amount Balance as on 31.3.2014

2 1,80,83,000 1,30,52,000

b. In our opinion, the rate of interest and other terms on which the said loan have been taken are not, prima facie, prejudicial to the interest of the Company;

c. The terms of loan taken have not specified the repayment mode. Hence the question of regularity in payment of principal amount and interest as per the terms does not arise;

d. As per the information and explanation given to us the amount of loan taken is not overdue;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory. During the course of our audit, we have not observed any major weakness in internal controls.

5. Based on the audit procedure applied by us and according to the information and the explanations provided by the management, we are of the opinion that the there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from the public.

7. As explained to us Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under Section 209(1) (d) of the Act for any of the services rendered by the Company.

9. In respect of statutory dues:

a. According to the information and explanations given to us and as per the records examined by us there were no undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Cess which were in arrears as at 31st March 2014, for a period of more than six months from the date of becoming payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any disputes except dues on account of Income Tax aggregating to Rs 3,60,47,377 (dispute whereof is pending before Income Tax Appellant Tribunal, Mumbai for the block assessment A Y1988-1998)

10. The Company''s accumulated losses at the end of the financial year are not less than fifty percent of its net worth. The company has not incurred cash loss during the financial year covered by our audit and has incurred cash loss in the immediately preceding financial year.

11. The company does not have any outstanding dues payable to any financial institution and debenture holders.

12. Based on our examination and according to the information and explanation given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit/nidhi/mutual benefit fund/society and hence clause 4(xiii) of the order is not applicable.

14. Based on our examination and according to the information and explanation given to us proper records have been maintained of the transactions relating to trading in shares, securities and other instruments and timely entries have been made therein.

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

16. On the basis of the information and explanations given to us the Company has not taken any term loan.

17. On the basis of the information and explanations given to us the Company has not raised funds on short term basis.

18. During the year, the Company has not allotted shares to parties covered in the Register maintained under Section 301 of the Act.

19. The Company does not have any outstanding debenture during the year.

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

21. Based on the audit procedure performed and information and explanations given to us by the management, we report that fraud on or by the Company has not been noticed or reported during the course of our audit.

For VIVEK R. AGARWAL & CO. Chartered Accountants

PLACE: MUMBAI DATED: 12.07.2014 VIVEK AGARWAL (Proprietor) FRN: 129058W

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Sanghi Corporate Services Limited, which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors 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 the 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 the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013;

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003("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.

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

The Income Tax authorities conducted search and seizure operations at the premises of the Company on 18th June 1998 and the Management confirmed that certain documents were furnished to the Income Tax Department. We were further informed that certain person without Management''s knowledge and proper authority opened and operated upon certain Bank Accounts in the name of the company under forged signatures and unauthorised resolutions to cover up certain unauthorised and illegal business transactions through false and forged invoices. The company has taken further action by filing complaints with the concerned Authorities. Pending complaint of enquiries and investigation, the extent of impact on the Company of the aforesaid fraudulent transactions could not be ascertained in absolute terms.

The Books of account, records and other relevant documents/papers pertaining to the aforesaid transactions routed through the said unauthorised bank accounts have not been produced to us and hence not examined by us.

However the Income Tax authorities have completed the Block Assessment up to the period of search and ascertained the liabilities to the extent of Rs. 3,60,47,377/- which has been disputed by the company before the higher authorities and the same has not been provided in the accounts.

1. 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.

2. 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.

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

4. In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

5. On the basis of the written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

6. In our opinion and to the best of our information and according to the explanation given to us, the accounts read together with the following notes as referred to in Note 18 of the Accounting Policies:-

1. Regarding the debtors

2. Regarding Company Secretary

3. Regarding Confirmation of Balance

1. In respect of its Fixed Assets:-

a. There is no Fixed Assets during the year.

b. This clause is not applicable in view of clause a above.

c. This clause is not applicable in view of clause a above.

2. In respect of its inventories:-

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory.

3. a. During the year, the Company has not granted any loans to parties listed in the register

maintained under Section 301 of the Companies Act, 1956. However the Company has taken loans from its directors, the details of which are as follows:

No. of persons Maximum Amount Balance as on 31.3.2013 2 94,52,000 94,52,000

b. In our opinion, the rate of interest and other terms on which the said loan have been taken are not, prima facie, prejudicial to the interest of the Company;

c. The terms of loan taken have not specified the repayment mode. Hence the question of regularity in payment of principal amount and interest as per the terms does not arise;

d. As per the information and explanation given to us the amount of loan taken is not overdue;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory. During the course of our audit, we have not observed any major weakness in internal controls.

5. Based on the audit procedure applied by us and according to the information and the explanations provided by the management, we are of the opinion that the there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposit''s from the public.

7. As explained to us Company has an internal audit system commensurate with its size and nature of its business.

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

9. In respect of statutory dues:

a. According to the information and explanations given to us and as per the records examined by us there were no undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Cess which were in arrears as at 31st March 2013, for a period of more than six months from the date of becoming payable.

b. According to the information and explanations given to us, there are no dues of Sales Tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any disputes except dues on account of Income Tax aggregating to Rs 3,60,47,377 (dispute whereof is pending before Income Tax Appellant Tribunal, Mumbai for the block assessment A Y 1988-1998)

10. The Company''s accumulated losses at the end of the financial year are not less than fifty percent of its net worth. The company has incurred cash loss during the financial year covered by our audit and has also incurred cash loss in the immediately preceding financial year.

11. The company does not have any outstanding dues payable to any financial institution and debenture holders.

12. Based on our examination and according to the information and explanation given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit/nidhi/mutual benefit fund/society and hence clause 4(xiii) of the order is not applicable.

14. Based on our examination and according to the information and explanation given to us proper records have been maintained of the transactions relating to trading in shares, securities and other instruments and timely entries have been made therein.

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

16. On the basis of the information and explanations given to us the Company has not taken any term loan.

17. On the basis of the information and explanations given to us the Company has not raised funds on short term basis.

18. During the year, the Company has not allotted shares to parties covered in the Register maintained under Section 301 of the Act.

19. The Company does not have any outstanding debenture during the year.

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

21. Based on the audit procedure performed and information and explanations given to us by the management, we report that fraud on or by the Company has not been noticed or reported during the course of our audit.

For VIVEK R. AGARWAL & CO.

Chartered Accountants

PLACE: MUMBAI

DATED: 20.07.2013 VIVEK AGARWAL

(Proprietor)

FRN: 129058W

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Mar 31, 2012

1. We have audited the attached Balance Sheet of M/s. SANGHI CORPORATE LIMITED as at 31st March 2012, and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. 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 also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered and according to the information and explanations given to us. We set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. The Income Tax authorities conducted search and seizure operations at the premises of the Company on 18" June 1998 and the Management confirmed that certain documents were furnished to the Income Tax Department. We were farther informed that certain person without Management's knowledge and proper authority opened and operated upon certain Bank Accounts in the name of the company under forged signatures and unauthorised resolutions to cover up certain unauthorised and illegal business transactions through false and forged invoices. The company has taken further action by filing complaints with the concerned Authorities. Pending complaint of enquiries and investigation, the extent of impact on the Company of the aforesaid fraudulent transactions could not be ascertained in absolute terms.

The Books of account, records and other relevant documents/papers pertaining to the aforesaid transactions routed through the said unauthorised bank accounts have not been produced to us and hence not examined by us.

However the Income Tax authorities have completed the Block Assessment up to the period of search and ascertained the liabilities to the extent of Rs. 3,60,47,377/- which has been disputed by the company before the higher authorities and the same has not been provided in the accounts.

5. Further to our comments as referred to in paragraph 4 above,

a) We have obtained all the information and explanation 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, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 31s' March 2012 and taken on record by the Board of Directors of the Company, none of the Directors are disqualified as on 31s1 March, 2012 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the accounts read together with the following notes as referred to in Note 17 of the Accounting Policies:-

2: Regarding the debtors

3: Regarding Company Secretary

4: Regarding Confirmation of Balance

and other Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

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

ii) In the case of Profit and Loss Account of the Loss of the Company 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 the date.

1. In respect of its Fixed Assets:-

a. There is no Fixed Assets during the year.

b. This clause is not applicable in view of clause a above.

c. This clause is not applicable in view of clause a above.

2. In respect of its inventories:-

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventory.

3. a. During the year, the Company has not granted any loans to parties listed in the register maintained under Section 301 of the Companies Act, 1956. However the Company has taken loans from its directors, the details of which are as follows:

No. of persons Maximum Amount Balance as on 31.3.2012

2 1 6476000 1 3475000

b) In our opinion, the rate of interest and other terms on which the said loan have been taken are not, prima facie, prejudicial to the interest of the Company;

c) The terms of loan taken h'ave not specified the repayment mode. Hence the question of regularity in payment of principal amount and interest as per the terms does not arise;

d) As per the information and explanation given to us the amount of loan taken is not overdue;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory. During the course of our audit, we have not observed any major weakness in internal controls.

5. Based on the audit procedure applied by us and according to the information and the explanations provided by the management, we are of the opinion that the there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposit's from the public.

7. As explained to us Company has an internal audit system commensurate with its size and nature of its business.

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

9. In respect of statutory dues:

a) According to the information and explanations given to us and as per the records examined by us there were no undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, income Tax, Sales Tax, Wealth Tax, Customs Duty, Cess which were in arrears as at 31sl March 2012, for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of Sales Tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any disputes except dues on account of Income Tax aggregating to Rs 3,60,47,377 (dispute whereof is pending before Income Tax Appellant Tribunal, Mumbai for the block assessment A Y 1988-1998)

10. The Company's accumulated losses at the end of the financial year are not less than fifty percent of its net worth. The company has incurred cash loss during the financial year covered by our audit and has also incurred cash loss in the immediately preceding financial year.

11. The company does not have any outstanding dues payable to any financial institution and debenture holders

12. Based on our examination and according to the information and explanation given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit/nidhi/mutual benefit fund/society and hence clause 4(xiii) of the order is not applicable.

14. Based on our examination and according to the information and explanation given to us proper records have been maintained of the transactions relating to trading in shares, securities and other instruments and timely entries have been made therein.

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

16. On the basis of the information and explanations given to us the Company has not taken any term loan.

17. On the basis of the information and explanations given to us the Company has not raised funds on short term basis.

18. During the year, the Company has not allotted shares to parties covered in the Register maintained under Section 301 of the Act.

19. The Company does not have any outstanding debenture during the year.

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

21. Based on the audit procedure performed and information and explanations given to us by the management, we report that fraud on or by the Company has not been noticed or reported during the course of our audit.

For V1VEK R. AGARWAL & CO. Chartered Accountants

VIVEK AGARWAL (Proprietor) PLACE: MUMBAI DATED: 21-07-2012

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of M/s SANGHI CORPORATE LIMITED as at 31st March 2010, and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the management of the Company. 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 also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks as we considered and according to the information and explanations given to us. We set out in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. The Income Tax authorities conducted search and seizure operations at the premises of the Company on 18th June 1998 and the Management confirmed that certain documents were furnished to the Income Tax Department. We were further informed that certain person without Managements knowledge and proper authority opened and operated upon certain Bank Accounts in the name of the company under forged signatures and unauthorised resolutions to cover up certain unauthorised and illegal business transactions through false and forged invoices. The company has taken further action by filing complaints with the concerned Authorities. Pending complaint of enquiries and investigation, the extent of impact on the Company of the aforesaid fraudulent transactions could not be ascertained in absolute terms.

The Books of account, records and other relevant documents/papers pertaining to the aforesaid transactions routed through the said unauthorised bank accounts have not been produced to us and hence not examined by us.

However the Income Tax authorities have completed the Block Assessment up to the period of search and ascertained the liabilities to the extent of Rs. 3,60,47,377/- which has been disputed by the company before the higher authorities and the same has not been provided in the accounts.

5. Further to our comments as referred to in paragraph 3 and 4 above,

a) We have obtained all the information and explanation 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, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report have been prepared in compliance with the applicable accounting standards referred to in Section 211 (3C) of the Companies Act, 1956.

e) On the basis of written representations received from the Directors as on 31st March 2010 and taken on record by the Board of Directors of the Company, none of the Directors are disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanation given to us, the accounts read together with the following notes as referred to in Schedule 10 of the Notes on Account:-

Note 3 : Regarding the debtors

Note 4 : Regarding Company Secretary

Note 5 : Regarding Confirmation of Balance

and other Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India :

i) In the case of the Balance Sheet of the state of affairs of the Company as at 31st March, 2010.

ii) In the case of Profit and Loss Account of the Profit of the Company 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 the date.

Annexure referred to in paragraph 3 of the Auditors Report on the Accounts of Sanghi Corporate Services Limited

1. In respect of its Fixed Assets: -

a. There is no Fixed Assets during the year.

b. This clause is not applicable in view of clause a above.

c. This clause is not applicable in view of clause a above.

2. In respect of its inventories:-

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year.

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

c. The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory.

3. a. During the year, the Company has not granted any loans to parties listed in the register maintained under Section 301 of the Companies Act, 1956. However the Company has taken loans from its directors, the details of which are as follows:

No. of persons Maximum Amount Balance as on (Directors) 31.3.2010

2 32,50,000 32,50,000

b) In our opinion, the rate of interest and other terms on which the said loan have been taken are not, prima facie, prejudicial to the interest of the Company;

c) The terms of loan taken have not specified the repayment mode. Hence the question of regularity in payment of principal amount and interest as per the terms does not arise;

d) As per the information and explanation given to us the amount of loan taken is not overdue;

4. In our opinion and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business for the purchase of inventory. During the course of our audit, we have not observed any major weakness in internal controls.

5. Based on the audit procedure applied by us and according to the information and the explanations provided by the management, we are of the opinion that the there are no transactions that need to be entered into the register maintained under Section 301 of the Companies Act, 1956.

6. The Company has not accepted deposits from the public.

7. As explained to us Company has an internal audit system commensurate with its size and nature of its business.

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

9. In respect of statutory dues:

a) According to the information and explanations given to us and as per the records examined by us there were no undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Cess which were in arrears as at 31st March 2010, for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are no dues of Sales Tax, custom duty, wealth tax, excise duty and cess which have not been deposited on account of any disputes except dues on account of Income Tax aggregating to Rs 3,60,47,377 (dispute whereof is pending before Income Tax Appellant Tribunal, Mumbai for the block assessment A Y 1988-1998)

10. The Companys accumulated losses at the end of the financial year are not less than fifty percent of its net worth. The company has not incurred cash loss during the financial year covered by our audit.

11. The company does not have any outstanding dues payable to any financial institution and debenture holders

12. Based on our examination and according to the information and explanation given to us, the Company has not granted loans and advance on the basis of security by way of pledge of shares, debenture and other securities.

13. The company is not a chit/nidhi/mutual benefit fund/society and hence clause 4(xiii) of the order is not applicable.

14. Based on our examination and according to the information and explanation given to us proper records have been maintained of the transactions relating to trading in shares, securities and other instruments and timely entries have been made therein.

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

16. On the basis of the information and explanations given to us the Company has not taken any term loan.

17. On the basis of the information and explanations given to us the Company has not raised funds on short term basis.

18. During the year, the Company has not allotted shares to parties covered in the Register maintained under Section 301 of the Act.

19. The Company does not have any outstanding debenture during the year.

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

21. Based on the audit procedure performed and information and explanations given to us by the management, we report that fraud on or by the Company has not been noticed or reported during the course of our audit.

For VIVEK R. AGARWAL & CO.

Chartered Accountants

VIVEK AGARWAL

(Proprietor)

PLACE : MUMBAI

DATED : 10-07-2010