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Auditor Report of Sat Industries Ltd.

Mar 31, 2018

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements of SAT INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Standalone Financial Statements

2. 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 standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting 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 of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

5. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date. I.

Report on Other Legal and Regulatory Requirements

7. As required by Section 143(3) of the Act, based on our audit we report, to the extent applicable 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 including Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference to financial statement of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.

(g) 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, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigation having impact on its financial finaincial position;

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

8. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

Annexure - A to the Independent Auditor''s Report on the Internal Financial Controls with reference to financial statement under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SAT INDUSTRIES LIMITED ("the Company") as of 31st March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor''s Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to (Referred to in paragraph 7 (f) under ''Report on Other Legal and Regulatory Requirements'' of our report of even date) the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Annexure - B to the Independent Auditor''s Report (Referred to in paragraph 8 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment.

(b) The property, plant and equipment were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the property, plant and equipment at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) As explained to us, the Company has no inventories at the end of the year under review. Further inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and accordingly the question of complying with Sections 73 and 76 of the Companies Act, 2013 does not arise. The Company has no unclaimed deposits. According to the information and explanations given to us, no Order has been passed by the Company Law Board or the National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal on the Company.

(vi) The Central Government has not prescribed maintenance of cost records under Section 148(1) of the Companies Act, 2013 in respect of any of the product /services of the Company.

(vii) According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has been regular in depositing undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales tax, Service Tax, GST, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

(b) There are no dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax as on 31st March, 2018.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government and dues to debenture holders.

(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the Order is not applicable.

(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the Standalone Ind AS financial statements etc. as required by the applicable Indian accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary or associate company or person connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.

For Sampati Lal Bohara & Co.

Chartered Accountants

FRN: 003324C

Ajay Sariya

Partner

M No. 079102

Place of Signature: Mumbai

Date: May 25, 2018

Mar 31, 2016

To the Members of SAT Industries Limited

Report on the Financial Statements

We have audited the accompanying financial statements of SAT INDUSTRIES LIMITED, which comprise the Balance Sheet as at 31st March, 2016 and the Statement of Profit and Loss and Cash Flow Statements for the year then ended 31st March, 2016, 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;

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

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

Report on other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2016("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" 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 appears from our examination of those books

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

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

e) On the basis of written representations received from the directors as on 31 March, 2016, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2016, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters included in the Auditor''s Report and to our best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

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

Annexure referred to in Point 2(f) of the Auditor''s Report of even date to the members of SAT INDUSTRIES LIMITED for the year ended 31st March 2016.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SAT INDUSTRIES LIMITED ("the Company") as of March 31, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on "the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India". These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by ICAI and the Standards on Auditing prescribed under section 143(10) of the Companies Act 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

Meaning of Internal Financial Controls Over Financial Reporting

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on âthe internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India".

For and on behalf of R. Kabra & Co.

Chartered Accountants

Registration No.104502W

(DEEPA RATHI)

Place : Mumbai Partner

Dated: May 30, 2016 Membership No. 104808

Mar 31, 2015

We have audited the accompanying financial statements of SAT INDUSTRIES LIMITED, which comprise the Balance Sheet as at 31st March, 2015 and the Statement of Profit and Loss and Cash Flow Statements for the year then ended 31st March, 2015, 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 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 the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

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

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

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, subject to note no. 14 regarding the company has given advance money for purchase of shares, the aforesaid Standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

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

c) in the case of the Cash Flow Statement, of the cash 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 appears from our examination of those books

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

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

e) On the basis of written representations received from the directors as on 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the other matters included in the Auditor's Report and to our best of our information and according to the explanations given to us :

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

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

ANNEXURE TO THE AUDITOR'S REPORTS (Referred to in our report of even date)

Annexure referred to in Point 1 of the Auditors' Report of even date to the members of SAT Industries Limited for the year ended as on March 31, 2015.

On the basis of such checks as considered appropriate and in terms of the information and explanations given to us, we state as under:

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

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased program of verification adopted by the company and no material discrepancies were noticed on such verification.

(ii) (a) There is no inventory held locally in India during the current year and also in the foreign branch which has closed its operation as on 31st March, 2015.

(iii) (a) As per the information and explanation given to us, the company has granted unsecured loans to companies covered in the register maintained under section 189 of the Companies Act,2013. The number of such parties involved are fve and the maximum balance during the year is Rs. 28,812,199/- and the closing balance as on year end is 28,279,965/-. b. The receipt of principal amount and interest are on demand basis.

c. The overdue amount is not more than Rs. 1 lakh, Since the payment is on demand basis & Clause (iii)c is not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business with regard to purchase of inventory and fxed assets and for the sales of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) In our opinion and according to the information and explanation given to us, the company has not accepted deposits from the Shareholders/directors and the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) As explained to us, maintenance of cost records prescribed by the Central Government under section 148(1)of the Companies Act, 2013 is not applicable to the Company.

(vii) (a) As explained to us by the management, since the number of employees are falling below the limit, therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The company is generally regular in depositing with appropriate authorities undisputed statutory dues including income-tax, sales-tax, wealth-tax, service tax, custom-duty and excise duty, cess and other statutory dues with appropriate authorities wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding, as at 31st March 2015 for a period of more than 6 months from the date they became due.

(b) According to the record of the company, the dues of sales-tax, income-tax, customs, wealth-tax, excise-duty, service tax which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(c) According to the information and explanations given to us, no amounts are required to be transferred to the Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956)

(viii) The Company has accumulated losses at the end of the financial year and it has incurred cash losses in current financial year and in the immediately preceding financial year.

(ix) The Company has not taken any loans from financial institution or bank or debenture holder, so the question of default in repayment does not arise.

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

(xi) According to the information and explanations given to us, the Company has not received any term loan during the year so the clause (xi) of the order is not applicable.

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

For and on behalf of

R.KABRA & CO.

Chartered Accountants

Registration No.104502W

(DEEPA RATHI) Place : Mumbai Partner

Dated : May 29, 2015 Membership No. 104808

Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these fnancial statements that give a true and fair view of the fnancial position, fnancial performance and cash fows 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 fnancial 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 fnancial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the fnancial statements.

We believe that the audit evidence we have obtained is suffcient 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 fnancial statements give the information required by the Act in the manner so required subject to Note No. 12.1 regarding Company''s

position on sundry debtors of INR 22,229,993 out of which substantial amount of INR 18,618,075 (foreign currency AED 1,144,664 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verifcation and also the foreign debtors have been written off to the extent of INR 17,221,808 (AED 1,049,675) which are subject to independent verifcation, Note No. 26 regarding non appointment of Company Secretary, and other notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India:

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

b) In the case of the Statement of Proft and Loss, of the loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash fows 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 specifed in paragraphs 4 and 5 of the Order.

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

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

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

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

d) In our opinion, the Balance Sheet, Statement of Proft and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (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;

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

ANNEXURE TO THE AUDITOR''S REPORTS (Referred to in our report of even date)

(i) (a) The company has maintained fxed assets register showing full particulars, including quantitative details and situation of fxed assets;

(b) As explained to us, fxed assets have been physically verifed by the management at reasonable intervals and no material discrepancies were found at the time of physical verifcation

(c) No major fxed assets have been sold during the year, thus the going concern concept has not been affected.

(ii) (a) There is no inventory held locally in India during the current year. The inventory is held at a foreign branch which is audited by other auditors and we are not able to comment on the same regarding reasonable intervals of physical verifcation.

(b) Since the inventory is held at the foreign branch audited by the local branch auditor we are not able to comment on the reasonability of the procedures of physical verifcation followed by the management in relation to the size of the Company and nature of business.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has granted unsecured loans to companies, frms or other parties covered in the register maintained U/s 301 of the Act during the year. The number of parties are 7, maximum outstanding during the year is Rs. 24,141,389/- and on 31/03/2014 is Rs. 20,292,077/- (b) Except the interest free loan, other terms and conditions of unsecured loans granted are prima facie not prejudicial to the interest of the Company.

(c) Regular receipt of the interest free principal amount of unsecured loans is not applicable as it is receivable on demand

(d) In our opinion and according to the information and explanation given to us, the company has taken unsecured loans from companies, frms or other parties covered in the register maintained U/s 301 of the Act during the year. The number of parties are 4, Maximum outstanding during the year is Rs. 1,444,399/- and on 31/03/2014 is Rs. 500,000/- (e) The terms and conditions of unsecured loans taken are prima facie not prejudicial to the interest of the company.

(f) Regular repayment of the interest free principal amount of unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control procedure commensurate with the size and the nature of its business, for the purchase of inventory and fxed assets and for the sale of goods and services.

(v) (a) In our opinion and according to the information and explanation given to us, the company is in the process of updating the register for transactions that need to be entered into a register in pursuance of section 301 of the Act;

(b) As per information and explanation given to us, the transactions entered with the parties covered u/s 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the clause (vi) of the order is not applicable to the Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through internal controls, the scope and coverage of which needs to be strengthened to make it commensurate with the size of the company and nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of employees are falling below the limit,

therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The Company is regular in depositing undisputed statutory dues relating to Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2014 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax, income tax, customs, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(x) The Company has accumulated losses at the end of the fnancial year and it has incurred cash losses in current fnancial year and in the immediately preceding fnancial year.

(xi) The company has not taken any loans from fnancial institution or bank or debenture holders, so the question of default in repayment does not arises.

(xii) The clause (xii) of the order is not applicable to the company, as the company has not granted loans and advances on the basis of security.

(xiii) The clause (xiii) of the order is not applicable to the Company, as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary''s/associates share capital, except this, the company does not have any other investment. Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the clause (xvi) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others from banks or fnancial institutions, therefore clause (xvi) is not applicable.

(xvii) As per information and explanation given to us and on the overall examination of balance sheet, we have found that the funds raised on short term basis have not been used for long term investment.

(xviii) As per information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

(xix) Since the Company has not issued any debentures during the year, the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and therefore clause xx of the order is not applicable to the company.

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

For R.KABRA & CO. Chartered Accountants

(DEEPA RATHI)

Partner

Place : Mumbai Membership No. 104808

Dated: May 30, 2014 Firm Registration No. 104502W

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of SAT Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 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.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on 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 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 financial statements give the information required by the Act in the manner so required subject to Note No. 12.1 regarding Company''s position on sundry debtors of INR 38,162,623 out of which substantial amount of INR 34,550,705 (foreign currency AED 2,335,375 is outstanding of its foreign branch and the period of outstanding of debtors has been relied upon by us without any independent verification and also the foreign debtors have been written off to the extent of Rs. 10,814,544 (AED 731,528) which are subject to independent verification, Note No. 25 regarding non appointment of Company Secretary, Note No. 28 regarding particulars of traded goods including quantity details which are relating to foreign branch are subject to independent verification, and other notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India:

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

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

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

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR''S REPORTS (Referred to in our report of even date)

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were found at the time of physical verification

(c) Major fixed assets have been sold during the year which mainly include vehicles but due to which the going concern concept has not been affected.

(ii) (a) There is no inventory held locally in India during the current year. The inventory is held at a foreign branch which is audited by other auditors and we are not able to comment on the same regarding reasonable intervals of physical verification.

(b) Since the inventory is held at the foreign branch audited by the local branch auditor we are not able to comment on the reasonability of the procedures of physical verification followed by the management in relation to the size of the Company and nature of business.

(c) We are also not able to comment on whether the company is maintaining proper records of inventory and the material discrepancies with physical verification.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has granted unsecured loans to companies, firms or other parties covered in the register maintained U/s 301 of the Act during the year. The number of parties are 3, maximum outstanding during the year is Rs. 40,534,470/- and the balance number of parties are 2 as on 31/03/2013 is Rs.18,193,464/-

(b) Except the interest free loan, other terms and conditions of unsecured loans granted are prima facie not prejudicial to the interest of the Company.

(c) Regular receipt of the interest free principle amount of unsecured loans is not applicable as it is receivable on demand

(d) In our opinion and according to the information and explanation given to us, the company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. The number of parties are 3, maximum outstanding during the year is Rs.87,43,000/- and balance as on 31/03/13 is Nil.

(e) The terms and conditions of unsecured loans taken are prima facie not prejudicial to the interest of the company.

(f) Regular repayment of the interest free principal amount of unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control procedure commensurate with the size and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) In our opinion and according to the information and explanation given to us, the company is in the process of updating the register for transactions that need to be entered into a register in pursuance of section 301 of the Act;

(b) As per information and explanation given to us, the transactions entered with the parties covered u/s 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the clause (vi) of the order is not applicable to the Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through internal controls, the scope and coverage of which needs to be strengthened to make it commensurate with the size of the company and nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of employees are falling below the limit, therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The Company is regular in depositing undisputed statutory dues relating to Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2013 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax, income tax, customs, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or bank or debenture holders, so the question of default in repayment does not arises.

(xii) The clause (xii) of the order is not applicable to the company, as the company has not granted loans and advances on the basis of security.

(xiii) The clause (xiii) of the order is not applicable to the Company, as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary''s/associates share capital, except this, the company does not have any other investment. Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the clause (xv) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others from banks or financial institutions, therefore clause (xvi) is not applicable.

(xvii)As per information and explanation given to us and on the overall examination of balance sheet, we have found that the funds raised on short term basis have not been used for long term investment.

(xviii) As per information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

(ax) Since the Company has not issued any debentures during the year, the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and therefore clause xx of the order is not applicable to the company.

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

For R.KABRA & CO. Chartered Accountants

(DEEPA RATHI)

Partner

Place : Mumbai Membership No. 104808

Dated: May 29, 2013 Firm Registration No. 104502W

Mar 31, 2012

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

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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.

In accordance with the provision of section 227 of Companies act, 1956, we report that 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 considered appropriate and in terms of the information and explanation given to us, we give in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

Further to our comments in the Annexure referred 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, the Company has kept proper books of account as required by law, so far as appear from our examination of such books of account.

(c) The Balance Sheet, Profit and Loss Statement and Cash Flow Statement dealt with by this report are in agreement with the books of account of the company and for Company's foreign branch financial statement for the year ended on 31st March, 2012, we have relied upon the local auditors who have carried out audit for the year ended as on that date.

(d) In our opinion, the balance sheet, Profit & loss Statement and the cash fow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

(f) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with, note no.9.1 regarding non provision for diminution in value of investments in subsidiary companies, note no. 12.1 regarding Company's position on sundry debtors of INR 47.957,683/- out of which substantial amount of INR 44,345,765/- (foreign currency AED 3,141,881/-) is outstanding from its foreign branch and the period of outstanding of debtors from the foreign branch has been relied upon by us without any independent verification Note 28 regarding particulars of traded goods including quantity details which are relating to foreign branch are subject to independent verification, and note no.25 regarding non appointment of company secretary, and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India Ã

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

(ii) In so far as it relates to the Statement of Profit and Loss of the Profit of the Company for the year ended on that date and

(iii) In the case of the Statement of Cash Flow, of the cash fows for the year ended on that date.

Annexure referred to in our report of even date (i) (a) The company has maintained fixed assets register showing full particulars, including quantitative details and situation of fixed assets;

(b) As explained to us, fixed assets have been physically verifed by the management at reasonable intervals and no material discrepancies were found at the time of physical verification

(ii) There is no inventory held locally in India during the current year. The inventory is held at the foreign branch which is audited by other auditors and we are not able to comment on the same regarding a reasonable intervals of physical verification, the reasonability of procedures of physical verification followed by the management in relation to the size of the company and nature of business and proper maintenance of records of inventory and the material discrepancies with physical verification.

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has granted unsecured loans to companies, firms or other parties covered in the register maintained U/s 301 of the Act during the year. The number of parties are 2 maximum outstanding during the year is Rs. 35,914,470/-and balance number of parties are 2 as on 31/03/12 is Rs.34,519,470/-.

(b) The terms and conditions of unsecured loans granted are prima facie not prejudicial to the interest of the company.

(c) Regular receipt of the interest free principal amount of unsecured loans are not applicable as it is receivable on demand.

(d) In our opinion and according to the information and explanation given to us, the company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. The number of parties are 8, maximum outstanding during the year is Rs.31,022,530 and balance number of parties are 5 as on 31/03/12 is Rs.4,410,000/-.

(e) The terms and conditions of unsecured loans taken are prima facie not prejudicial to the interest of the company.

(f) Regular repayment of the interest free principal amount of unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control procedure commensurate with the size and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) In our opinion and according to the information and explanation given to us, the company is in the process of updating the register for transactions that need to be entered into a register in pursuance of section 301 of the Act; (b) As per the information and explanation given to us, the transactions entered into with the parties covered u/s 301 of the Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the said clause of the order is not applicable to the Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through internal controls, the scope and coverage of which needs to be strengthened to make it commensurate with the size of the company and nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of employees are falling below the limit, therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The Company is regular in depositing undisputed statutory dues relating to Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax, income tax, customs, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or bank or debenture holders, so the question of default in repayment does not arises.

(xii) The clause (xii) of the order is not applicable to the company, as the company has not granted loans and advances on the basis of security.

(xiii) The clause (xiii) of the order is not applicable to the Company, as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary's/associates share capital, except this, the company does not have any other investment. Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the clause (xvi) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others from banks or financial institutions, therefore clause (xvi) is not applicable.

(xvii) As per information and explanation given to us and on the overall examination of balance sheet, we have found that the funds raised on short term basis have not been used for long term investment.

(xviii) As per information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

(xix) Since the Company has not issued any debentures during the year, the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and therefore clause xx of the order is not applicable to the company.

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

For R.KABRA & CO. Chartered Accountants

(DEEPA RATHI)

Partner

Place : Mumbai Membership No. 104808

Dated : 14-08-2012 Firm Registration No. 104502W

Mar 31, 2011

We have audited the attached Balance Sheet of Sat Industries Limited, as at 31st March, 2011 the Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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.

In accordance with the provision of section 227 of companies act,1956,we report that 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 considered appropriate and in terms of the information and explanation given to us, we give in the annexure, a statement on the matters specified in paragraph 4 & 5 of the said order to the extent applicable to the company.

Further to our comments in the Annexure referred 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, the Company has kept proper books of account as required by law, so far as appear from our examination of such books of account.

(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 of the company and for Company's foreign branch financial statement for the year ended on 31st March, 2011, we have relied upon the local auditors who have carried out audit for the year ended as on that date.

(d) In our opinion, the balance sheet, profit & loss account and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the director is disqualified as on 31st March 2011 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 explanations given to us the said accounts read together with note no. 3 regarding Company's position on sundry debtors of INR 38,006,086/- out of which substantial amount of INR 34,394,168/- (foreign currency AED 2,789,968/-) is outstanding from its foreign branch which has been relied upon by us without any independent verification, note no.9 regarding non provision for diminution in value of investments in subsidiary companies, note no 10 regarding quantity details which are relating to foreign branch are subject to independent verification, and note no. 16 regarding non appointment of company secretary, and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India -

(i) In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

(ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

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

Annexure referred to in our report of even date

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were found at the time of physical verification

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

(b) The procedures of physical verification of inventory followed by the management as explained to us are reasonable and adequate in relation to the size of the company and the nature of its business although at the end of the year there are no inventories.

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

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has not granted unsecured loans to companies, firms or other parties covered in the register maintained U/s 301 of the Act during the year, so the clause iii (b), (c) and (d) of the order is not applicable.

(e) In our opinion and according to the information and explanation given to us, the company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. The number of parties are 9, maximum outstanding during the year is Rs.61,906,878 and balance as on 31/03/11 is Rs.26,890,088/-.

(f) The terms and conditions of unsecured loans taken are prima facie not prejudicial to the interest of the company.

(g) Regular repayment of the interest free principal amount of unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control procedure commensurate with the size and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) In our opinion and according to the information and explanation given to us, the company is in the process of updating the register for transactions that need to be entered into a register in pursuance of section 301 of the Act;

(b) As per information and explanation given to us, the transactions entered with the parties covered u/s 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the clause (vi) of the order is not applicable to the Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through internal controls, however the scope and coverage of which needs to be strengthened to make it commensurate with the size of the company and nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of employees are falling below the limit, therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The Company is regular in depositing undisputed statutory dues relating to Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2011 for a period of more than six months from the date they became payable.

(b) According to the records of the company, the dues of sales tax, income tax, customs, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or bank or debenture holders, so the question of default in repayment does not arises.

(xii) The clause (xii) of the order is not applicable to the company, as the company has not granted loans and advances on the basis of security.

(xiii) The clause (xiii) of the order is not applicable to the Company, as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiary's / associates share capital, except this, the company does not have any other investment. Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the clause (xv) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others from banks or financial institutions, therefore clause (xvi) is not applicable.

(xvii)As per information and explanation given to us and on the overall examination of balance sheet, we have found that the funds raised on short term basis have not been used for long term investment.

(xviii)As per information and explanation given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Act during the year.

(xix) Since the Company has not issued any debentures during the year, the question of security or charge created does not arise.

(xx) The Company has not raised money through public issue and therefore clause xx of the order is not applicable to the company.

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

For R.KABRA & CO.

Chartered Accountants

Place : Mumbai (DEEPA RATHI)

Dated : 27-08-2011 Partner

Membership No. 104808

Firm Registration No. 104502W

Mar 31, 2009

We have audited the attached Balance Sheet of Sat Industries Limited, as at 31st March, 2009 the annexed Profit and Loss Account for the year ended on that date and also the Cash Flow Statement for the year ended on that date.. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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.

1. As required by the Companies (Auditors Report) Order, 2003 and amendment thereto issued by the Central Government, in terms of Section 227(4A) of the Companies Act 1956, We enclose in the annexure a statement on the matters specified in the para 4 & 5 of the said Order.

2. Further to our comments in the Annexure referred to in paragraph 1 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, the Company has kept proper books of account as required by law, so far as appears from our examination of such books of account.

(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 and for Companys foreign branch financial statement upto 31st Dec., 08, we have relied upon the local auditors who have carried out audit for the year ended 31st December 08 and for unaudited quarter ended on 31st March 09, we have relied upon the management certification.

(d) In our opinion, the balance sheet, profit & loss account and the cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

(e) On the basis of written representations received from the directors, as on 31st March, 2009, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2009 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 explanations given to us the said accounts read with note no. 16 regarding non appointment of company secretary, note no. 15 for consolidation of unaudited and management certified financial statements for March 09 quarter of foreign branch, note no.9 regarding non provision for diminution in value of investments in subsidiaries companies and pending allotment of share application money in investments and note no. 3 regarding Companys position on sundry debtors of INR 50,882,292/- out of which substantial amount of INR 41,811,862/- (foreign currency AED 3,032,658/-) is outstanding from its foreign branch which has been relied upon without any independent verification, note no. 7(a) of accounting policy regarding change in accounting policy of incorporating the accounts of foreign branch from integral to non integral and read together with the other notes thereon give the information required by the Companies Act, 1956, in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India -

(i) In so far as- it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009;

(ii) In so far as it relates to the Profit and Loss Account, of the profit of the Company for the year ended on that date.

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on mat date.

Annexure referred to in our report of even date

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were found at the time of physical verification

(c) No fixed assets have been disposed of during the year.

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

(b) The procedures of physical verification of inventory followed by the management as explained to us are reasonable and adequate in relation to the size of the company and the nature of its business although at the end of the year there are no inventories.

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

(iii) (a) In our opinion and according to the information and explanation given to us, the Company has not granted unsecured loans to companies, firms or other parties covered in the register maintained U/s 301 of the Act during the year, so the clause iii (b), (c) and (d) of the order is not applicable.

(e) In our opinion and according to the information and explanation given to us, the company has taken unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Act. The number of parties are 2, maximum outstanding during the year is Rs.37,614,028/- and balance as on 31/03/09 is Rs.35,933,217/-.

(f) The terms and conditions of unsecured loans taken are prima facie not prejudicial to the interest of the company.

(g) Regular repayment of the interest free principal amount of unsecured loans are not applicable as it is repayable on demand.

(iv) In our opinion and according to the information and explanation given to us, the company has an adequate internal control procedure commensurate with the size and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services.

(v) (a) In our opinion and according to the information and explanation given to us, the company is in the process of updating the register for transactions that need to be entered into a register in pursuance of section 301 of the Act;

(b) As per information and explanation given to us, the transactions entered with the parties covered u/s 301 of The Companies Act, 1956 have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) In our opinion and according to the information and explanation given to us, the clause (vi) of the order is not applicable to the Company, as the company has not accepted any public deposit.

(vii) In our opinion, the Company has an internal audit system through internal controls, however the scope and coverage of which needs to be strengthened to make it commensurate with the size of the company and nature of its business.

(viii) As explained to us, maintenance of cost records prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act is not applicable to the company.

(ix) (a) As explained to us by the management, since the number of employees are falling below the limit, therefore provident fund, Investor Education and Protection Fund, Employees State Insurance are not applicable to the Company. The Company is regular in depositing undisputed statutory dues relating to Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess wherever applicable and other statutory dues with the appropriate authorities and there are no undisputed statutory dues outstanding as at 31st March 2009 for a period of more than six months from the date they became payable. (b) According to the records of the company, the dues of sales tax, income tax, customs, wealth tax, service tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are NIL.

(x) The Company does not have any accumulated losses at the end of the financial year and it has not incurred cash losses in current financial year and in the immediately preceding financial year.

(xi) The company has not taken any loans from financial institution or bank or debenture holders, so the question of default in repayment does not arises.

(xii) The clause (xii) of the order is not applicable to the company, as the company has not granted loans and advances on the basis of security.

(xiii) The clause (xiii) of the order is not applicable to the Company, as the company is not a chit fund/nidhi company.

(xiv) The Company has invested in subsidiariess share capital, except this, the company does not have any other investment. Investments have been held by the Company in its own name.

(xv) The Company has not received any term loan during the year, so the clause (xvi) of the order is not applicable.

(xvi) The Company has not given any guarantee for loans taken by others from banks or financial institutions, therefore clause xvi is not applicable.

(xvii)As per information and explanation given to us and on the overall examination of balance sheet, we have found that the funds raised on short term basis have not been used for long term investment.

(xviii)As per information and explanation given to us, the Company has made preferential allotment of shares to parties and companies covered in the Register maintained under section 301of the Act and the price at which shares have been issued was decided at the time of issue of share warrants as per SEBI guidelines and in comparison to that it is not prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year, the question of security or charge created does not arises.

(xx) The Company has not raised money through public issue but increase in share capital is due to conversion of share warrants during the year.

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

For R.KABRA & CO. Chartered Accountants

Place : Mumbai (DEEPA RATHI)

Dated: 27-06-2009 Partner

Membership No. 104808

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