Auditor Report of Skypak Service Specialist Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of SKYPAK SERVICE SPECIALISTS LIMITED which comprise the Balance sheet as at 31st March, 2015, the Statement of Profit and Loss, Cash Flow Statement and a summary of significant accounting policies and other explanatory notes for the year ended 31st March, 2015.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material 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 the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the company has in place an adequate internal financial control system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Qualified Opinion

1. The company is showing a balance of Rs.4,84,54,459.00 under the head Trade payable on acceptance for which no confirmation is available .

2. Further the company is showing a balance of Rs.2,88,35,422 under the head trade receivable for which the account conformation is not available.

3. As represented by the management, the company is in the process of updation of the records showing full particulars including quantitative details and situation of fixed assets. As on the date of signature of this report, the register was not available for verification.

4. The Company has following statutory dues as on 31-03-2015.

SL NO HEAD OF ACCOUNT AMT (Rs.)

1 E.S.I.C. PAYABLE 36,97,906

2 P.F. DEDUCTIONS PAYABLE 32,66,358

3 PROFESSION TAX PAYABLE 30,92,247

4 L W F PAYABLE 24,783

5 SERVICE TAX PAYABLE 4,17,29,345

Such PF default amounts have been paid in installments .

Qualified Opinion

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

Report on Other Legal and Regulatory Requirements

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) Except for the effects of the matter described in the basis for qualified Opinion paragraph above, In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

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

(d ) Except for the effects of the matter described in the Basis for qualified Opinion paragraph above, In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) The matter described in the Basis for Qualified Opinion Paragraph above, in our opinion, may have an adverse effect on the functioning of the company.

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

(g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the Basis for Qualified Opinion paragraph above.

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

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 17 to the financial statements

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company11.

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has not maintained proper records showing full particulars, including quantitative details and situation of fixed assets at head office and for its branches.

(b) The Company has a no regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In our opinion, this periodicity of physical verification is not reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company is a service company, primarily rendering courier services. Accordingly, it does not hold any physical inventories. Thus, paragraph 3(ii) of the Order is not applicable.

(iii) (a) The Company has not granted loans anybody corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act, the borrowers have been regular in the payment of the interest as stipulated. The terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(C) There are no overdue amounts of more than rupees one lakh in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate Internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable except for the dues of provident fund which are in arrears and being deposited in installments.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us the following statutory dues are pending as follows:

SL NO HEAD OF ACCOUNT AMT (Rs.)

1 E.S.I.C. PAYABLE 36,97,906

2 P.F. DEDUCTIONS PAYABLE 32,66,358

3 PROFESSION TAX PAYABLE 30,92,247

4 L W F PAYABLE 24,783

5 SERVICE TAX PAYABLE 4,17,29,345

Such PF default amounts have been paid in installments

(c) According to the information and explanations given to us the amounts which were 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) and rules there under has been transferred to such fund within time.

(viii) The accumulated losses of the company as on 31st March, 2015 are more than fifty percent of its Net Worth. The company has incurred cash losses during the financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

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

(xi) The Company have outstanding corporate deposit of Rs 1,44,00,000 from Banhem Financial Securities Pvt. Ltd. as on 31-03-2015 .

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

For PAMS & ASSOCIATES Chartered Accountants Firm Reg. No.: 316079E

Sd/- Satyajit Mishra Partner M. No. 057293

Date: 30th May, 2015

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Mar 31, 2014

1. We have audited the attached Balance Sheet of SKYPAK SERVICE SPECIALISTS LTD. as at 31st March, 2014 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies(Auditor’s report)(Amendment) order 2004 issued by the central government of India in terms of sub sections (4A) of section 227 of the companies Act, information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

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

b) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from our examinations of those books.

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

d) In our opinion the Balance sheet and Profit & Loss Account are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the Basis of written representation received from the director as on March 31,2014 and taken on record by the board of directors we report that none of the directors is disqualified as on March 31,2014 from being appointed as director in terms of clause(g) of Sub section (1) of section 274 of the companies Act 1956 and

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view.

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

ii) in the case of statement of Profit & Loss Account, of the Loss for the year ended on that date.

For J.H. Ghumara & Co Chartered Accountants Firm Reg No:-103185w Place: Mumbai Date: 14th August 2014 Jagdishchandra H Ghumara Proprietor Membership No:-14320 ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 3 of our report of even date)

1. The fixed assets register as required to be maintained by the company had been maintained by the company.

The Management during the year has physically verified the fixed assets of the company. No discrepancy has been found.

2. The company being a service company, clause (ii) (a), ii (b) and (ii) (c) of paragraph 4 the aforesaid order, regarding inventories are not applicable.

3. It is represented to us by the management that registers under section 301 of the companies Act 1956 has been duly maintained.

Details of Loans taken:

No Party Relationship Year End Balance (Rs)

1. Devika D kulkarni Director 76,90,622

2. Dilip M kulkarni Director 49,64,087

We are given to understand that the above loan is interest free, which is not prejudicial to the interest of the company.

We are given to understand by the company’s management that these loans are Repayable on demand, which in our opinion is prima facie prejudicial to the interest of the company.

According to the information and explanation given to us, the above mentioned loans are repayable on demand. Accordingly the question of regularities in repayment of principal amount does not arise.

4. In our opinion and according to the information and explanation given to us, the company has internal control procedures generally commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets.

5. The register Maintained under section 301 of the companies act has been produced before us for verification during the course of Audit. Transactions that need to be entered in the register have been so entered.

In our opinion transaction entered in the register maintained u/s301 of the companies act 1956 have been made in pursuance of contracts or arrangements and exceeding the value of five lakhs rupees in respect of any party during the year, have been made at the price, which are reasonable having regards to prevailing market price of the relevant time.

6. Acceptance of Deposit by the company against bills of exchange does not comply with the provision of clause (a) and clause (b) of sub section 2 of section 58A of the companies Act 1956.

Further during the course of our Audit we have neither come across nor have we been informed of any order passed under section 58A and section 58AA or by the national company law tribunal or company Law board or the Reserve Bank of India or any other court or any other tribunal during the year.

7. The company has internal control system during the year commensurate with size of transactions.

8. In our opinion, clause (viii) of paragraph 4 of the aforesaid order is not applicable to the company, since the central Government has not prescribed maintenance of cost records under section209(1)(d) of the companies Act 1956 for the company.

9. According to the books and records as produced before us and examined by us are in accordance with generally accepted auditing practices in India, we are in opinion that Company is not regular in depositing with statutory authorities; undisputed dues in respect of Provident fund, Employees State insurance, profession Tax, and service Tax.

The details in respect of unpaid statutory dues, which have remained outstanding as on

31.03.2014 for a period exceeding six month from the date they become payable are as under.

According to the records of the company there are no dues of sales tax, income tax, custom Duty, wealth Tax, service tax,/Cess which have not been Deposited on Account of any dispute.

10. The accumulated losses of the company as on March 31, 2014 are more than fifty percent of its Net worth. The Company has incurred cash losses during the current year.

11. The Company has not defaulted in repayment of dues to Bank. The Company has not issued debentures and hence the question of repayment does not arise.

12. The Company has not granted any loans and advances on the Basis of securities by way of pledge of shares, debentures or other similar securities.

13. We are given to understand that the provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefits Fund/society are not applicable to the company.

14. Since the company is not dealing or trading in shares, securities debentures and other investment the question of Maintenance of Proper records does not arise. However the company does have investment held in his own name.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not availed any term loans during the year.

17. On the Basis of review of utilization of fund on overall Basis, the related information made available to us and as represented to us by the management, we are of the opinion that funds raised on long term basis have been used for Long term application and fund raised for short term basis have been used for short term application.

18. The Company has not raised any money by issue of shares during the year. In our opinion and according to 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 companies Act 1956 during the year.

19. Since the company has not issued any debentures during the year, the question of creation of any security does not arise.

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

21. No Misappropriation during the year has been reported by the Management.

FOR J.H.GHUMARA & CO CHARTERED ACCOUNTANTS FIRM REG NO:-103185W

JAGDISHCHANDRA H GHUMARA

Place: Mumbai Date: 14th August 2014 PROPRIETOR Membership No:-14320

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SKYPAK SERVICE SPECIALISTS LTD. as at 31st March, 2012 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies(Auditor''s report)(Amendment) order 2004 issued by the central government of india in terms of sub sections (4A) of section 227 of the companies Act, information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit . b) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from our examinations of those books.

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

d) In our opinion the Balance sheet and Profit & Loss Account are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the Basis of written representation received from the director as on March 31,2012 and taken on record by the board of directors we report that none of the directors is disqualified as on March 31,2012 from being appointed as director in terms of clause(g) of Sub section (1) of section 274 of the companies Act 1956 and

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012 and

ii) in the case of statement of Profit & Loss Account, of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date)

1. The fixed assets register as required to be maintained by the company had been stated to us to be maintained by the company. However, the same was not produced before us for our verification. :

The Management during the year has not physically verified the fixed assets of the company. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption. :



2. The company being a service company, clause (ii) (a), ii (b) and (ii) (c) of paragraph 4 the aforesaid order, | regarding inventories are not applicable. :

3. It is represented to us by the management that register under section 301 of the companies Act 1956 has been duly maintained, but the same could not be furnished for our perusal during the course of audit. ;

The company has granted unsecured shortterm loan to a group Company at 15% interest, which is repayable on demand. Details are as under;

Party Relationship Balance at the During the Year Amount Year End beginning of the (interest) (Rs) Received Balance Year (Rs) during the (Rs) : Year (Rs]

Skypak financial Group Company 11,62,765 NIL 11,62,765 NIL Securities P Ltd

In view of the fact that the loan is interest bearing and repayable on demand, we are of the opinion that the term ; & conditions thereof with regards to interest & repayment are not prima facie prejudicial to the interest of the company.

In view of the fact that the loan is repayable on demand the question of overdue does not arise.

Details of Loans taken: :

No Party Relationship Year End Balance

1 Devika D kulkarni Director 16,98,600

2 Dilip M kulkarni Director 51,27,386

We are given to understand that the above loan is interest free, which is not prejudicial to the interest of the company We are given to understand by the company''s management that these loans are Repayable on demand, which in our opinion is prima facie prejudicial to the interest of the company.According to the information and explanation given to us, the :

above mention loans are repayable on demand. Accordingly the question of regularities in repayment of principal amount does not arise.

4. In our opinion and according to the information and explanation given to us, the company did not implement internal control procedures generally commensurate with the size of the company and the nature of its business with regards ; to purchase of fixed assets.

:

However, internal control has to be implemented and strengthened in the area of Accounts, sales and collection.

-

Further, during the course of our audit, we found that certain books of account were short in nature and not produced before us for the verification. This in our opinion it is indication of major weakness in internal control procedures, :

which require immediate corrective action from the management

-

5. The register Maintained under section 301 of the companies act was not produced before us for verification during : the course of Audit. However we were informed by the management that transactions that need to be entered in the : register have been so entered.

-

In our opinion transaction entered in the register maintained u/s301of the companies act 1956 have been made in pursuance of contracts or arrangements and exceeding the value of five lakhs rupees in respect of any party during : the year, have been made at the price, which are reasonable having regards to prevailing market price of the : relevant time.

6. Acceptance of Deposit by the company against bills of exchange does not comply with the provision of clause (a) and clause (b) of sub section 2 of section 58A of the companies Act 1956.

Further during the course of our Audit we have neither come across nor have we been informed of any order passed under section 58A and section 58AA or by the national company law tribunal or company Law board or the Reserve Bank of India or any other court or any other tribunal during the year.

7. The company did not implement the internal control system during the year.

8. In our opinion, clause (viii) of paragraph 4 of the aforesaid order is not applicable to the company, since the central Government has not prescribed maintenance of cost records under section209(1)(d) of the companies Act 1956 for the company.

9. According to the books and records as produced before us and examined by us in accordance with generally accepted auditing practices in India, we are in opinion that Company is not regular in depositing with statutory authorities; undisputed dues in respect of Provident fund, Employees State insurance, profession Tax, and service Tax.

The details in respect of unpaid statutory dues, which have remained outstanding as on 31.03.2012 for a period exceeding six month from the date they become payable are as under.

STATUTORY DUES Amount outstanding (Rs)

ESIC 56,76,417

(including Company''s contribution)

Provident Fund 1,93,74,638

(including Company''s Contribution)

Profession Tax 30,92,247

Fringe Benefit Tax 7,92,998

Service Tax 5,87,68,236







According to the records of the company there are no dues of sales tax, income tax, custom Duty, wealth Tax, service tax,/Cess Which have not been Deposited on Account of any dispute.

10. The accumulated losses of the company as on March 31, 2012 are more than fifty percent of its Net worth. The Company has incurred cash losses during the current year.

11. The Company has not defaulted in repayment of dues to Bank. The Company has not issued debentures and hence the question of repayment does not arise.

12. The Company has not granted any loans and advances on the Basis of securities by way of pledge of shares, debentures or other similar securities.

13. We are given to understand that the provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefits Fund/society are not applicable to the company.

14. Since the company is not dealing or trading in shares, securities debentures and other investment the question of Maintenance of Proper records does not arise. However the company does have investment held in his own name.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not availed any term loans during the year.

17. On the Basis of review of utilization of fund on overall Basis, the related information made available to us and as represented to us by the management, we are of the opinion that funds raised on long term basis have been used for Long term application and fund raised for short term basis have been used for short term application.

18. The Company has not raised any money by issue of shares during the year. In our opinion and according to 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 companies Act 1956 during the year.

19. Since the company has not issued any debentures during the year, the question of creation of any security does not arise.

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

21. No Misappropriation during the year have been reported by the Management.

FOR J.H.GHUMARA & CO

CHARTERED ACCOUNTANTS

FIRM REG NO:-103185W

SD/-

JAGDISHCHANDRA H GHUMARA

Place: Mumbai PROPRIETOR

Date: 27th August 2012 Membership No:-14320

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Mar 31, 2011

1. We have audited the attached Balance Sheet of SKYPAK SERVICE SPECIALISTS LTD. as at 31st March, 2011 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the companies(Auditor's report)(Amendment) order 2004 issued by the central government of India in terms of sub sections (4A) of section 227 of the companies Act, information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

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

a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit except to the extent indicated in note no 3 of notes forming part of Accounts;

b) In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from our examinations of those books.

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

d) In our opinion the Balance sheet and Profit & Loss Account are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

e) On the Basis of written representation received from the director as on March 31,2011 and taken on record by the board of directors we report that none of the directors is disqualified as on March 31,2011 from being appointed as director in terms of clause(g) of Sub section (1) of section 274 of the companies Act 1956 and

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view.

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011 and

ii) in the case of Profit & Loss Account, of the profit for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 3 of our report of even date)

1. The fixed assets register as required to be maintained by the company had been stated to us to be maintained by the company. However, the same was not produced before us for our verification.

The Management during the year has not physically verified the fixed assets of the company. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. The company being a service company, clause (ii) (a), ii (b) and (ii) (c) of paragraph 4 the aforesaid order, regarding inventories are not applicable.

3. It is represented to us by the management that register under section 301 of the companies Act 1956 has been duly maintained, but the same could not be furnished for our perusal during the course of audit.

The company has granted unsecured short term loan to a group Company at 15% interest, which is repayable on demand. Details are as under;

Party Relationship Balance at the During the Amount Year End beginning of Year (interest) Received Balance the Year (Rs) (Rs) during the (Rs) Year (Rs)

Skypak Group Company 11,62,765 NIL 11,62,765 NIL financial

Securi -ties P Ltd

In view of the fact that the loan is interest bearing and repayable on demand, we are of the opinion that the term & conditions thereof with regards to interest & repayment are not prima facie prejudicial to the interest of the company.

In view of the fact that the loan is repayable on demand the question of overdue does not arise.

Details of Loans taken:

No Party Relationship Year End Balance (Rs)

1 Devika D kulkarni Director 16,98,600

2 Dilip M kulkarni Director 51,27,386

We are given to understand that the above loan is interest free, which is not prejudicial to the interest of the company.

We are given to understand by the company's management that these loans are Repayable on demand, which in our opinion is prima facie prejudicial to the interest of the company.

According to the information and explanation given to us, the above mention loans are repayable on demand. Accordingly the question of regularities in repayment of principal amount does not arise.

4. In our opinion and according to the information and explanation given to us, the company did not implement internal control procedures generally commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets.

However, internal control has to be implemented and strengthened in the area of Accounts, sales and collection.

Further, during the course of our audit, we found that certain books of account were short in nature and not produced before us for the verification. This in our opinion it is indication of major weakness in internal control procedures, which require immediate corrective action from the management

5. The register Maintained under section 301 of the companies act was not produced before us for verification during the course of Audit. However we were informed by the management that transactions that need to be entered in the register have been so entered.

In our opinion transaction entered in the register maintained u/s301of the companies act 1956 have been made in pursuance of contracts or arrangements and exceeding the value of five lakhs rupees in respect of any party during the year, have been made at the price, which are reasonable having regards to prevailing market price of the relevant time.

6. Acceptance of Deposit by the company against bills of exchange does not comply with the provision of clause (a) and clause (b) of sub section 2 of section 58A of the companies Act 1956.

Further during the course of our Audit we have neither come across nor have we been informed of any order passed under section 58A and section 58AA or by the national company law tribunal or company Law board or the Reserve Bank of India or any other court or any other tribunal during the year.

7. The company did not implement the internal control system during the year.

8. In our opinion, clause (viii) of paragraph 4 of the aforesaid order is not applicable to the company, since the central Government has not prescribed maintenance of cost records under section209(1)(d) of the companies Act 1956 for the company.

9. According to the books and records as produced before us and examined by us in accordance with generally accepted auditing practices in India, we are in opinion that Company is not regular in depositing with statutory authorities; undisputed dues in respect of Provident fund, Employees State insurance, profession Tax, and service Tax. The details in respect of unpaid statutory dues, which have remained outstanding as on 31.03.2011 for a period exceeding six month from the date they become payable are as under.

STATUTORY DUES Amount outstanding Rs)

ESIC 54,35,873

(including Company's contribution)

Provident Fund 2,21,96,809

(including Company's Contribution)/

Profession Tax 30,36,197

Fringe Benefit Tax 7,92,998

Service Tax 5,62,88,925

According to the records of the company there are no dues of sales tax, income tax, custom Duty, wealth Tax, service tax,/Cess Which have not been Deposited on Account of any dispute.

10. The accumulated losses of the company as on March 31, 2011 are more than fifty percent of its Net worth. The Company has incurred cash losses during the current year.

11. The Company has not defaulted in repayment of dues to Bank. The Company has not issued debentures and hence the question of repayment does not arise.

12. The Company has not granted any loans and advances on the Basis of securities by way of pledge of shares, debentures or other similar securities.

13. We are given to understand that the provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefits Fund/society are not applicable to the company.

14. Since the company is not dealing or trading in shares, securities debentures and other investment the question of Maintenance of Proper records does not arise. However the company does have investment held in his own name.

15. The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16. According to the information and explanation given to us, the company has not availed any term loans during the year.

17. On the Basis of review of utilization of fund on overall Basis, the related information made available to us and as represented to us by the management, we are of the opinion that funds raised on long term basis have been used for Long term application and fund raised for short term basis have been used for short term application.

18. The Company has not raised any money by issue of shares during the year. In our opinion and according to 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 companies Act 1956 during the year.

19. Since the company has not issued any debentures during the year, the question of creation of any security does not arise.

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

21. No Misappropriation during the year have been reported by the Management.

FOR J.H. GHUMARA & CO

CHARTERED ACCOUNTANTS

FIRM REG NO:-103185W JAGDISHCHANDRA H GHUMARA

Place: Mumbai PROPRIETOR

Date: August 10, 2011. Membership No:-14320

---

Mar 31, 2010

We have audited the attached Balance Sheet of SKYPAK SERVICE SPECIALISTS LTD. as at 31st March, 2010 and also the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the companies(Auditors report)(Amendment) order 2004 issued by the central government of India in terms of sub sections (4A) of section 227 of the companies Act, information and explanation given to us, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

Further to our comments in the Annexure referred to above, we report that:

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 except to the extent indicated in note no 3 of notes forming part of Accounts;

In our opinion, proper books of accounts, as required by law, have been kept by the Company, so far as appears from our examinations of those books.

The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the books of account.

In our opinion the Balance sheet and Profit & Loss Account are in compliance with the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956.

On the Basis of written representation received from the director as on March 31,2010 and taken on record by the board of directors we report that none of the directors is disqualified as on March 31,2010 from being appointed as director in terms of clause(g) of Sub section (1) of section 274 of the companies Act 1956 and In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required, and present a true and fair view.

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

ii) in the case of Profit & Loss Account, for the year ended as on that date.

The fixed assets register as required to be maintained by the company had been stated to us to be maintained by the company. However, the same was not produced before us for our verification.

The Management during the year has not physically verified the fixed assets of the company. Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

The company being a service company, clause (ii) (a), ii (b) and (ii) (c) of paragraph 4 the aforesaid order, regarding inventories are not applicable.

It is represented to us by the management that register under section 301 of the companies Act 1956 has been duly maintained, but the same could not be furnished for our perusal during the course of audit.

The company has granted unsecured short term loan to a group Company at 15% interest, which is repayable on demand. Details are as under;

Party Relationship Balance at the During the Amount Year End beginning of Year (interest) Received Balance the Year (Rs) (Rs) during the (Rs) Year(Rs)

Skypak Group Company 11,62,765 NIL NIL 11,62,765 financial Securities P Ltd

In view of the fact that the loan is interest bearing and repayable on demand, we are of the opinion that the term & conditions thereof with regards to interest & repayment are not prima facie prejudicial to the interest of the company.

In view of the fact that the loan is repayable on demand the question of overdue does not arise.

Details of Loans taken:

No Party Relationship Year End Balance (Rs)

1 Devika D kulkarni Director 17,31,845

2 Dilip M kulkarni Director 62,73,937

We are given to understand that the above loan is interest free, which is not prejudicial to the interest of the company.

We are given to understand by the company's management that these loans are Repayable on demand, which in our opinion is prima facie prejudicial to the interest of the company.

According to the information and explanation given to us, the above mention loans are repayable on demand. Accordingly the question of regularities in repayment of principal amount does not arise.

In our opinion and according to the information and explanation given to us, there are adequate internal control procedures generally commensurate with the size of the company and the nature of its business with regards to purchase of fixed assets.

However, internal control has to be improved and strengthened in the area of Accounts, sales and collection.

Further, during the course of our audit, we found that certain books of account were short in nature and not furnished before us for the verification. This in our opinion it is indication of major weakness in internal control procedures, which require immediate corrective action from the management.

The register Maintained under section 301 of the companies act was not produced before us for verification during the course of Audit. However we were informed by the management that transactions that need to be entered in the register have been so entered.

In our opinion transaction entered in the register maintained u/s301of the companies act 1956 have been made in pursuance of contracts or arrangements and exceeding the value of five lakhs rupees in respect of any party during the year, have been made at the price, which are reasonable having regards to prevailing market price of the relevant time.

Acceptance of Deposit by the company against bills of exchange does not comply with the provision of clause (a) and clause (b) of sub section 2 of section 58A of the companies Act 1956.

Further during the course of our Audit we have neither come across nor have we been informed of any order passed under section 58A and section 58AA or by the national company law tribunal or company Law board or the Reserve Bank of India or any other court or any other tribunal during the year.

The company did not implement the internal control system during the year.

In our opinion, clause (viii) of paragraph 4 of the aforesaid order is not applicable to the company, since the central Government has not prescribed maintenance of cost records under section209(1 )(d) of the companies Act 1956 for the company.

According to the books and records as produced before us and examined by us in accordance with generally accepted auditing practices in India, we are in opinion that

Company is not regular in depositing with statutory authorities, undisputed dues in respect of Provident fund, Employees State insurance, profession Tax, and service Tax.

The details in respect of unpaid statutory dues, which have remained outstanding as on 31.03.2010 for a period exceeding six month from the date they become payable are as under.

STATUTORY DUES Amount outstanding (Rs)

ESIC 46,47,419 (including Company's contribution)

Provident Fund 2,78,37,892 (including Company's Contribution)

Profession Tax 29,11,838

Fringe Benefit Tax 7,92,998

Service Tax 5,29,69,752

According to the records of the company there are no dues of sales tax, income tax, custom Duty, wealth Tax, service tax,/Cess Which have not been Deposited on Account of any dispute.

The accumulated losses of the company as on March 31, 2010 are more than fifty percent of its Net worth. The Company has incurred cash losses during the current year.

The Company has not defaulted in repayment of dues to Bank. The Company has not issued debentures and hence the question of repayment does not arise.

The Company has not granted any loans and advances on the Basis of securities by way of pledge of shares, debentures or other similar securities.

We are given to understand that the provisions of any special statute applicable to chit fund, Nidhi or Mutual Benefits Fund/society are not applicable to the company.

Since the company is not dealing or trading in shares, securities debentures and other investment the question of Maintenance of Proper records does not arise. However the company does have investment held in his own name.

The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

According to the information and explanation given to us, the company has not availed any term loans during the year.

On the Basis of review of utilization of fund on overall Basis, the related information made available to us and as represented to us by the management, we are of the opinion that funds raised on long term basis have been used for Long term application and fund raised for short term basis have been used for short term application.

The Company has not raised any money by issue of shares during the year. In our opinion and according to 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 companies Act 1956 during the year. Since the company has not issued any debentures during the year, the question of creation of any security does not arise.

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

No Misappropriation during the year have been reported by the Management.

FOR J.H.GHUMARA & CO CHARTERED ACCOUNTANTS FIRM REG NO:-103185W JAGDISHCHANDRA H GHUMARA Place: Mumbai PROPRIETOR

Date: August 02, 2010. Membership No:-14320