Auditor Report of Sarthak Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Sarthak Industries Limited ("The Company") which comprises 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 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 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 judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement , whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standard and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report ) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

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 and with the returns received from the branches not visited by us.

d) In our opinion, the aforesaid financial statements comply with the accounting standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

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

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statement - refer note 27 contingent liabilities and commitments to the financial statement;

ii. The Company did not have any long term contract including derivative contract for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the company.

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date to the members of Sarthak Industries Limited on the financial statements for the year ended March 31, 2015.

i. In respect of its Fixed Assets :

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

b. As explained to us, the fixed assets of the Company have been physically verified by the management during the year, which in our opinion is reasonable, having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

ii. In respect of its Inventories:

a. The inventories has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

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

c. On the basis of our examination of inventory records, in our opinion, the Company is maintaining proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

iii. According to the information and explanations given to us, the Company has not granted any loan secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Hence the provisions of para 3 clauses iii (a) and iii (b) of the said Order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, there is adequate internal control systems commensurate with the size of the Company and the nature of its business with regard to purchases 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 not observed any continuing failure to correct major weakness in internal control system in respect of these areas.

v. In our opinion and according to the information and explanations given to us, the Company has not accepted deposits within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules, framed there under. Hence the provisions of para 3 clause (v) of the Order is not applicable to the company for the year under audit.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and are of the opinion that prima facie the prescribed records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

vii. In respect of Statutory dues :

a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion the Company is generally regular in depositing undisputed statutory dues including provident fund, employee's state insurance, income tax, sales tax, service tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There were no undisputed statutory dues in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable except professional tax of Rs. 15440.

b) According to the information and explanations given to us, there are no dues of sales tax, value added tax, income tax, service tax, duties of customs, wealth tax, duties of excise have not been deposited with appropriate authorities on account of any dispute except detailed as under :

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

Cental Sales Tax Sales Tax 729731 2009-10 & Act, 1956 2010-11

Bombay Sales Tax Sales Tax 9231996 2001-02 Act, 1959

Bombay Sales Tax Sales Tax 18631908 2002-03 Act, 1959

Competition MRT 38974489 2007-08 to Commission of Practice 09-10 India

M.P. Vat Act, 2002 Sales Tax 313051 2011-12

Name of the Forum where dispute is pending Statute

Cental Sales Tax MP Commercial Tax Appellate Board Act, 1956

Bombay Sales Tax Maharastra Sales Tax Tribunal Mumbai. Act, 1959

Bombay Sales Tax Maharastra Sales Tax Tribunal Mumbai. Act, 1959

Competition Competition Appellate Tribunal, New Commission of Delhi India

M.P. Vat Act, 2002 Dy. Comm. of Comm. Tax (Appeals)

c) There has been no delay in transferring amounts, as required to be transferred, to the Investor Education and Protection Fund by the Company in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii. The Company have accumulated losses of Rs. 40955462 as at 31st March 2015. It has not incurred cash losses during the financial year under audit, however it had incurred cash losses in the immediately preceding financial year.

ix. According to the records of the company examined by us and as per the information and explanations given to us, the Company has not defaulted in repayment of dues to a Financial Institutions or Banks or debenture holders as at 31st March, 2015.

x. The Company has given guarantee for loans taken by Others from Bank. In our opinion and according to the information and explanations given to us the terms and condition of the guarantee given are not prima facie prejudicial to the interest of the company.

xi. In our opinion and according to the information and explanations given to us, the company has not obtained any term loan during the year.

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

For ASHOK KHASGIWALA & CO., CHARTERED ACCOUNTANTS. (Firm Reg. No. 0743C)

CA Avinash Baxi Place : Indore Partner Date : 30th May, 2015 M.No. 79722

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and the 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 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depends on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with 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, 2014;

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

iii. 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 (as amended), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

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 and with the returns received from the branches not visited by us;

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement comply with the Accounting standards referred to in Section 211 (3C) of the Companies Act, 1956 read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

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

Annexure to Independent Auditors'' Report

Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date :- i. In respect of its Fixed Assets :

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

b. The fixed assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

ii. In respect of its Inventories:

a. The Inventories have 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 inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion, the Company is maintaining proper records of inventory. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

iii.

a. According to the information and explanations given to us, and in our opinion the Company has not granted any loan secured or unsecured to company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(b), iii (c) and iii(d) of the said Order are not applicable to the company.

b. According to the information and explanations given to us, and in our opinion the Company has not taken any loan secured or unsecured from company, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence the provisions of clauses iii(f) and iii(g) of the said Order are not applicable to the company.

iv. 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 with regard to purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system in respect of these areas.

v.

a. According to the information and explanations given to us, we are of the opinion that the company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion provisions of clause (V) (b) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003, is not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public to which the provisions of section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it. There were no arrears, as at 31st March, 2014 for a period of more than six months from the date they became payable.

b) In our opinion and according the information and explanation given to us, the statutory dues of income tax, sales tax, service tax, customs duty, excise duty and cess which have not been deposited with appropriate authorities on account of any disputes are as under :

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

Bombay Sales Tax Sales Tax 998913 1998-99 Act, 1959

Bombay Sales Tax Sales Tax 9231996 2001-02 Act, 1959

Bombay Sales Tax Sales Tax 18631908 2002-03 Act, 1959

Competition MRT 38974489 2007-08 to Commission of Preactice 09-10 India

Central Sales Tax Sales Tax 204859 2009-10 Act, 1956

Central Sales Tax Sales Tax 524872 2010-11 Act, 1956

Name of the Statute Forum where dispute is pending

Bombay Sales Tax Act, 1959 Maharastra Sales Tax Tribunal Mumbai.

Bombay Sales Tax Act, 1959 Asst. Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 Dy.Commissioner of Sales Tax (Appeal)

Competition Commission of Competition Appellate Tribunal, New Delhi India

Central Sales Tax Act, 1956 MP Commercial Tax, Appellate Board

Central Sales Tax Act, 1956 Deputy Commissioner of Sales Tax (Appeal)

x. The company have accumulated losses of Rs. 41168516 as at 31st March 2014. The company has incurred cash losses during the year under audit, however not incurred any cash loss in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debenture.

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

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

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

xv. The Company has given guarantee for loans taken by Others from Bank. In our opinion and according to the information and explanations given to us the terms and condition of the guarantee given are not prima facie prejudicial to the interest of the company.

xvi. The company has not raised any term loan during the year under audit.

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term basis have been utilised for long term purposes.

xviii. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties or Companies covered in the register maintained under section 301 of the Act during the year.

xix. The Company has not issued any debenture.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have not come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management.

Place : Indore For ASHOK KHASGIWALA & CO., Date : 30th May 2014 Chartered Accountants (Firm Reg. No. 0743C)

CA Avinash Baxi Partner M. No. 79722

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Mar 31, 2013

Report on the Financier Statements

Vve have audited the accompanying financial statement of Sarthak Industries Limited ("The Company")which comprise the Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other'' explanatory Information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that wd 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 depends on the auditor''s Judgment Including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting poHcles. used and the reasonableness cf the accounting estimates made by management, as weS .tji evaluating the overall presentation of the financial statements. -

We believe that the audit evidence we hav» 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 accounting principles generally accepted in India:

i, in the case of the Balance Sheet, of the sta.e of affairs of the Company as at 31" March, 2013;

it'', in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

iii. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date."

Report on Other Legal a''nd Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order 2003 (as amended), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we give in-the Annexure a statement on the matters specified in paragraphs 4 and 5 of the 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 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 and proper returns adequate for the purposes of our audit have been received from the branches not visited by us;

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

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow Statement comply with the 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 31a March, 2013 and taken on record by the Board of Directors none of the directors is disqualified as on 31sl March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

Annexure To Independent Auditors'' Report

(Referred to in paragraph (1) under the heading of "Report on Other Legal and Regulatory Requirements* of our report of even date)

i. in respect of its Fixed Assets:

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

'' b. The fixed assets have been physicaUy verified by the management during the year and there ts a regular program of verification which, in our opinion, is reasonable having regard* to the size of the Company and the nature of its fixed assets. No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off a substantial part of fixed assets. and we are of the opinion that the going concern status of the company is not affected.

it In respect of its Inventories:

a. The Inventories have been physically verified by the management. In our opinion the frequency of verification Is reasonable.

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

c. In our opinion, the Company is maintaining proper records of inventory. As explained U. us, there were no material discrepancies noticed on physical verification of Inventories as compared to the book records.

Hi.

a. According to the information and explanations given to us, and in our opinion the Company has not granted any loan secured or unsecured to company, firms or other parties covered in the register maintained under section 301 of the Companies Act 1958. Hence the provisions of clauses 11(b), iii (c) and iii(d) of the Order are not applicable to the company.

b. According to the information and explanations given to us, and in our opinion the Company has taken loan from one company covered in the register maintained under section 301 of the Companies act, 1956. The maximum amount Involved during the year under audit was Rs. 82644651 and as at the end of the year was Nil.

c. In our opinion and according to the information and explanations given to us. the rate of interest and other terms and conditions are not prima facte prejudicial to the interest of the Company,

d. In respect of these loans, there is no stipulation as to the payment of principal amount and interest. Hence, we have not commented on whether the payment of principal amount and interest are regular:

h/.. In our opinion and according to the information and explanations given to us, ihere we adequate internal control systems'' commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for the sale of goods and services. During th& course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system in respect of these areas.

V.

a, According to the information and explanations given to us, we are of the opinion that the company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion provisions of clause (V) (b) of paragraph 4 of the Companies (Auditor''s Report) Order, 2003, is not applicable to the Company.

vi. In our opinion and according to the information and explanations given to us. Jhe Company has not accepted any deposits from public to which the provisions of section 58A. 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

viii. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

ix. a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employee''s state insurance, income tax, sales tax, service tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to It. There were no arrears, as at 31 * March, 2013 for a period of more than six months from the date they became payable.

b) In our opinion and according the information and explanation given to us, the statutory dues which have not been deposited with appropriate authorities on account of any disputes are as under:

Name of the Nature of Amount Period to Forum where dispute Is pending Statute Dues Involved which Rs. amount relates

Bombay Sales Tax Sales Tax 998913 1998-99 Maharastra Sales Tax Tribunal Mumbai. Act, 1959

Bombay Sales Tax Sales Tax 9231996 2001-02 Asst. Commissioner of Sales Tax Act, 1959

Bombay Sales Tax Sales Tax 18631908 2002-03 Dy.CommlssJoner of Sales Tax (Appeal) Act, 1959

Competition MRT 38974489 2007-08 to Competition Appellate Tribunal, New Commission of Preactice 09-10 Delhi India



x. The company does not have accumulated losses as at 31rt March 2013. The company has not Incurred cash losses during the year under audit and in the immediately preceding financial year.

xi. in our opinion and according to the information and explanations given to us, the Company iras not defaulted in repayment of dues to any financial institution or back. The company has not issued any debenture.

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

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

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

xv. The Company has given guarantee for loans taken by Others from Bank. In our opinion and according to the information and explanations given to us the terms end condition of tf» guarantee given are not prima facie prejudicial to the Interest of the company.

xvL The company has not raised any term loan during the year under audit

xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we are of the opinion that no funds raised on short term baste have been utilised for long term purposes.

xvffi. According to the information and explanations given to us, the Company has not made preferential allotment of shares to parties or Companies covered Jn the register maintained under section 301 of the Act during the year.

xfec The Company has not issued any debenture.

xx. The Company has not raised money by public issues during the year.

xxi. During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices fe» India and according to the information and explanations given to us, we have not come across any instance of fraud on or by the Company noticed or reported during the year, nor have we been informed of such case by the management



Place: indore For ASHOK KHASGIWALA & CO.;

Date: 30th May,2013 Chartered Accountants.



CA Avinash Baxi

Partner

M.No. 079722

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SARTHAK INDUSTRIES LIMITED ,as at 31st March, 2012, the Statement of Profit & Loss and also the cash flow statement for the nine months period ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order 2003(as amended), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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 purpose of our audit.

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

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

d) In our opinion, the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, said accounts, read with the 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 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, 2012;

ii) in the case of the Statement of Profit & Loss, of the Profit for the nine months period ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the nine months period ended on that date.

ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of our report of even date

I) In respect of its Fixed Assets:

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

b. The Fixed Assets have been physically verified by the management during the period under audit and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no discrepancies were noticed on such verification.

c. During the period , the company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

II) In respect of Inventories:

a. The management has conducted physical verification of inventory at reasonable intervals during the period under audit.

b. 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. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

III) (a) According to information and explanation given to us, the Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 301 of the Act., hence provisions of the clauses (iii) (b), (c) and (d) of the Order, are not applicable.

(b) According to information and explanation given to us, the company has taken loan from one company covered in the register maintained under section 301 of the Companies act, 1956. The maximum amount involved during the period under audit and the period end balance of loan taken from such party was Rs. 8,26,44,651.

(c) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions are not prima facie prejudicial to the interest of the Company.

(d) In respect of these loans, there is no stipulation as to the payment of principal amount and interest. Hence, we have not commented on whether the payment of principal amount and interest are regular.

IV) 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 with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system in respect of these areas.

V) a. According to the information and explanations given to us, we are of the opinion that the company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion provisions of clause (V) (b) of paragraph 4 of the Companies ( Auditor's Report) Order, 2003, is not applicable to the Company.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public to which the provisions of section 5 8 A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

VIII) We have broadly reviewed the books of accounts and records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules 2011 prescribed by the Central Government under Section 209 (1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.

IX) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employee's state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable to it. There were no arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, particulars of dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited with appropriate authorities on account of any disputes pending , are as under :

Name of the statute Nature of the Period of which Amount in Forum where dispute disputed dues the amount Rupees in pending Relates

Bombay Sales Tax Act, 1959 Sales tax 1998-99 998913 Maharastra Sales Tax Tribunal Mumbai.

Bombay Sales Tax Act, 1959 Sales tax 2001-02 9231996 Asst. Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 Sales tax 2002-03 18631908 Dy.Commissioner of Sales Tax (Appeal)

Competition Commission of India MRT Preactice 2007-08 to 09- 38974489 Competition Appellate Tribunal, 10 New Delhi

X) The company has no accumulated losses as at 31st March, 2012 and it has not incurred any cash losses during the period covered by our audit and the immediately preceding financial year.

XI) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a bank or financial institution. The company has not issue any debentures.

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

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

XIV) In our opinion and according to information and explanation given to us, the Company has no dealing in or trading in shares, debentures and other securities. investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

XV) According to the information and explanations given to us, and the representations made by the management, the company has not given any guarantee for loan taken by others from any bank or financial Institution.

XVI) The company has not raised any term loans during the period under audit.

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.

XVIII) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period covered by our audit.

XIX) According to the information and explanations given to us, the company has not issued any debenture.

XX) The company has not raised any money by public issues during the period under audit.

XXI) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India and accordingly to the information and explanations given to us, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASHOK KHASGIWALA & CO.

Chartered Accountants

(Firm Reg. No. 0743C)

CA Avinash Baxi

Place : Indore Partner

Dated : 4th September,2012 M. No.79722

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Mar 31, 2010

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. 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), issued by the Central Government of India in terms of Sub Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said Order.

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 purpose of our audit.

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

c) The Balance Sheet, 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, Profit and Loss account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in section 211(3C) of the Companies act, 1956.

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

f) In our opinion and to the best of our information and according to the explanations given to us, said accounts subject to note no. 17 of the schedule O for non filing of form no. 5 for increase in authorized capital and corresponding non provision of registration fees Rs. 100000 and Stamp duty Rs. 40000 which has resulted in increase in profit and current assets by equal amount, give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with 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 the Profit and Loss Account, of the Profit for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT

Referred to in paragraph 3 of our report of even date

I) In respect of its Fixed Assets:

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

b. The Fixed Assets have been physically verified by the management during the year and there is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its fixed assets. As informed, no discrepancies were noticed on such verification.

c. During the year, the company has not disposed off a substantial part of fixed assets and we are of the opinion that the going concern status of the company is not affected.

II) In respect of Inventories:

a. The management has conducted physical verification of inventory at reasonable intervals during the year.

b. 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. As explained to us there were no material discrepancies noticed on physical verification of inventory as compared to the book records.

III) (a) According to information and explanation given to us, the Company has not granted any loans, secured or unsecured, to the companies, firms or other parties covered in the register maintained under section 301 of the Act., hence provisions of the clauses (iii) (b), (c) and (d) of the Order, are not applicable.

(b) According to information and explanation given to us, the company has not taken loan secured or unsecured, from companies, firms or other parties covered in the register maintained under section 301 of the Companies act, 1956. Hence provisions of the clauses (iii)(f) and (iii)(g) of the order are not applicable to the company.

IV) 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 with regard to purchases of inventory, fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any major weakness in internal control system in respect of these areas.

V) a. According to the information and explanations given to us, we are of the opinion that the company has no contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956.

b. In our opinion provisions of clause (V) (b) of paragraph 4 of the Companies ( Auditors Report) Order, 2003, is not applicable to the Company.

VI) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public to which the provisions of section 58A, 58AA or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules, 1975 apply.

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

VIII) We are informed that the Central Government has not prescribed the maintenance of cost records under section 209(1)(d) of the Companies Act, 1956, for the year under review, accordingly the provisions of clause 4(viii) of the Companies (Auditors Report ) Order, 2003, is not applicable.

IX) (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues as applicable to it. There were no arrears as at 31st March, 2010 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, particulars of dues of sales tax, income tax, customs duty, wealth tax, service tax, excise duty and cess which have not been deposited with appropriate authorities on account of any disputes pending , are as under :

Name of the statute Nature of the Period of which disputed dues the amount relates

Bombay Sales Tax Act, 1959 Sales tax 1998-99

Bombay Sales Tax Act, 1959 Sales tax 2001-02

Bombay Sales Tax Act, 1959 Sales tax 2002-03



Name of the Statue Amount in Forum where dispute Rupees in pending

Bombay Sales Tax Act, 1959 998913 Maharastra Sales Tax Tribunal Mumbai.

Bombay Sales Tax Act, 1959 9231996 Asst. Commissioner of Sales Tax

Bombay Sales Tax Act, 1959 18631908 Dy.Commissioner of Sales Tax (Appeal)

X) The company has no accumulated losses as at 31st March , 2010 and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

XI) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank . The company has not issue any debentures.

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

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

XIV) In our opinion and according to information and explanation given to us, the Company has no dealing in or trading in shares, debentures and other securities. investments. Therefore, the provisions of clause 4 (xiv) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

XV) According to the information and explanations given to us, and the representations made by the management, the company has given guarantee for loan taken by others from bank. However the terms and conditions whereof are not prejudicial to the interest of the company.

XVI) The company has not raised any term loans during the year under audit.

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.

XVIII) The company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956 during the year.

XIX) According to the information and explanations given to us, the company has not issued any debenture.

XX) The company has not raised any money by public issues during the year.

XXI) During the course of our examination of the books of account and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and accordingly to the information and explanations given to us, we have not come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For ASHOK KHASGIWALA & CO.

Chartered Accountants

(firm reg. no. 0743C)

CA Avinash Baxi

Place : Indore Partner

Dated : 4th September, 2010 M. No.79722