Auditor Report of Sumeru Industries Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of SUMERU INDUSTRIES LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information,

Management's Responsibility for the Financial Statements

2. 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

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

4. 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.

5. 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.

6. 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 tne financial statements that give true and fair view m 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 Company's Directors, as well as evaluating the overall presentation of the financial statements.

7. 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

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

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 profit for the year ended on that date; and

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

Report on other Legal and Regulatory Requirements

9. As required by the 'Companies (Auditor's Report) Order, 2015', issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraph 3 and 4 of the Order.

10. 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 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 our 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 1 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 required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in paragraph 9 of the Independent Auditor's Report of even date to the members of SUMERU INDUSTRIES LIMITED on the standalone financial statements as of and for the year ended 31st March, 2015.

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

2. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 3(ii) of the said Order are not applicable to the Company.

3. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained.

4. 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, for the purchase of fixed assets and for sale of goods and services. Further, on the basis of our examination of the books and records of the Company, ana according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us company hasn't accepted any deposits, from the directives issued by the Reserve Bank of India and as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act

6. The Central Government of India has not specified the maintenance of cost records under clause (d) of sub-section (1) of Section 148 of the Act for any of the products of the Company.

7. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us, the following matters have been decided in favour of the Company, although the Department has preferred appealsathigher level:

Particulars Period to which Forum where the Amount (Rs.) the amount relates dispute is pending

Interest-Tax 1995-96 High Court 3,12,003/-

Interest-Tax 1996-97 High Court 8,35,549/-

Interest-Tax 1997-98 High Court 7,64,757/-

Total 19,12,309/-

(c) No amounts is required to be transferred to Investor Education and Protection Fund in accordance with Section 125 of the Companies Act, 2013 and rules made thereunder.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations g iven by the ma nagement, we a re of the opin ion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

11. The Company has not raised any term loans. Accordingly, the provisions of Clause 3(xi) of the Order are not applicable to the Company.

12. 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 explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For NrriN K. SHAH & Co. Chartered Accountants Firm Reg. NO.-107140W

(Nitin K. Shah) Proprietor M. No.: 012398

Place: Ahmedabad Date : 08/05/2015

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial which comprise the Sumeru Industries Limited the Balance sheet as at MARCH 31,2013 the statement of then ended and a summary of signification accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of theses financial statements that give a true and fair view of the financial positions financial per formation and cash flows of the company in accounting with the according principal generally accepted in India including Accounting standards referred to in sub-section 211 of the preparation and presentation responsibility including that give a true and fair view and are free material misstatements 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 from required and plan perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements the procedures selected depend on the auditors judgment including the assessment of the risks of material misstatements of thru to the companies preparation and fair presentation of the financial statesmen in order to design audit procedures that are appropriate in the circumstances An audit also including evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management as well 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 our information and according to the explanation given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principal. generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2033;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and :

c) in the case of 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 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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 Statement of 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 l- 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 Act.

1. In respect of its fixed assets;

a) The company has maintained report record showing quantitative details and situation of fixed assets.

b) According to the information company were physically verified by the ,management according to a phased program designed to cover all items over a period of three years which in our opinion is reasonable having regard to the size of the company and the nature of its assets There were no discrepancies noticed during the year.

c) In our opinion the company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventories;

a) The inventory except stock lying with the national spot Exchange Limited has been physically verification by the management during the year with respect to stock lying with the National spot Exchanges at the yearend written confirmations have been obtained by the company In our opinion the frequency of verification is reasonable.

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

(c) The Company in maintaining the proper record; of inventory No discrepancies noticed on Verification between the physical stocks and book records.

The company has neither granted nor taken loans secured or unsecured to / from companies firms of other parties covered in the register maintained under section 301 of the AACT, As the coma pony has not granted/taken any loans secured or unsecured to/from companies firms etc. LISTED in the register maintained under section 301 of the Act paragraphs 4 (iii) (b) to (g) of the order are not applicable.

4) In our coin ion and according to the information and explanations given to us, there are adequate internal; control priced Lifts commensurate with the size of the Company and nature of its business. There is no major weakness in the internal control and as per the explanations given to us we have neither come across nor have we been information of any instance of continuing failure to correct major weaknesses in the aforesaid internal control system.

5) According to the information and explanations provided by management we are of the opinion that no transactions need to be entered into the register maintained under section 301 of the Act, consequently requirement of clause (v) (b) of paragraph 4 of the order is not applicable.

6. The company has not accepted any deposits under the provision of sections 58A and 58AA of the Act and the rules framed there under.

7. In our opinion the company has an internal audit system commensurate with the size and nature of its business.

8. To the best of our knowledge and as explained the central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the companies Act,1956 for the services/products of the company.

9. In respect of statutory dues;

(a) According to the information and explanations given to us and according to the books and records examined by us in our opinion the company wherever applicabl;e is generally regular in depositing the undisputed insurance income tax sales-tax wealth tax customs duty excise duty cess service tax and other material statutory dues as applicable with the appropriate authorities.

c) According to the information and explanation given to us following matters have been decided in favor of the company although the Department :

Particulars amount relates dispute is pending Amount (Rs.)

Interest Tax 1995-96 High Court 3,12,003/-

Interest Tax 1996-97 High Court 8,35,549/-

Interest Tax 1997-98 High court 7,64,757/-

Total 19,12,309/-

10. The company does not have accumulated losses as at the end of the year and the company has not incurred cash losses during the current year and immediately preceding financial year.

11. Based on the information and explanations given to us, the company has not available of any credit facilities from any financial institution or banks during the year The company has not borrowed any sums through debentures Accordingly clause 4 (x) of the order is not applicable.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares debentures and other securities.

13. In our opinion considering the nature of activities carried on by the company during the year the provision of any special statute applicable to chit fund/mutual benefit fund/societies are not applicable to the company.

14. According to the information and explanations given by the management the company has not indulged in dealing or trading in shares securities debentures and other investments.

15.In our opinion and according to the information and explanations given to us company has not given any guarantees for loans taken by others from banks or financial institutions during the year.

16. The company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of Balance sheet of the company we report that the no funds raised on short term basis have been used for long term investment No long-term funds have been used to financial short-term assets.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained funds section 301 of the companies ACt,1956 during the year.

19. There are no debentures issued and outstanding at the year end.

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

21. During the count 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 explanations given to us, we have neither one across any instance of fraud on or by the company noticed or reported during the year nor have been information of such case by the management.

Place; Ahmedabad For, Nitin K.Shah & Co,

Date : 29/05/2013 Chartered Accountants

Firm Reg. No.: 107140W

(Nitin K.Shah)

proprietor

M.No.012398

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Mar 31, 2011

1. We have audited the attached Balance Sheet of Sumeru Industries Ltd. ("the Company") as at March 31 2011 and the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date which we have signed under reference to this report. 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 have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation We believe that our audit provides a reasonable basis for our opinion.

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) in our opinion, the Balance Sheet, Profit and loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) on the basis of written representations received from the directors, 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 a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2011; (ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and ' (in) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITOR'S REPORT

[Referred to in paragraph 3 of the Auditor's Report of even date to the members of Sumeru Industries Ltd. on the accounts for the year ended March 31, 2011]

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

(b) According to the information and explanations given to us, the fixed assets of the Company were physically verified by the Management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. There were no discrepancies noticed during the year.

(c) During the year, the Company has not disposed of any asset. In our opinion the status of the company continues to be going concern.

2. (a) The Company does not hold any physical inventory as at the end of the year. Hence, para 2(b),(c) are not applicable.

3. The company has neither granted nor taken loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act. As the Company has not granted / taken any loans, secured or unsecured, to / from companies, firms etc., listed in the register maintained under Section 301 of the Act, paragraphs 4(111) (a) to (g) of the Order, are not applicable.

4. in our opinion and according to the information and explanations given to us, having regard to the explanations, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and/or services. Further, on the basis of our examination of the books and information and as per the explanations given to us, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control system.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that no transactions need to be entered into the register maintained under Section 301 of the Act. Consequently, requirement of clause (v,b) of paragraph 4 of the order is not applicable.

6. The company has not accepted any deposits under the provision of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

9. (a) According to the information and explanations given to us and according to the books and records examined by us, in our opinion, the Company wherever applicable, is generally regular in depositing the undisputed statutory dues In respect of provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess, service tax and other material statutory dues as applicable with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, the same is not applicable to the company we, therefore, do not Comment upon its requirements.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at March 31,2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, The following Matters have been decided In favor of the company, although the Department has preferred appeals at higher level:

Particular Period to which Forum where the Amount The amount relates dispute is pending (Rs.)

Interest Tax 1995-96 High Court 312003

Interest Tax 1996-97 High Court 835549

Interest Tax 1997-98 High Court 764757

Total 1912309

10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current year and immediately preceding financial year.

11. Based on the information and explanations given to us, the Company has not availed of any credit facilities from any financial institutions or banks during the year. The Company has not borrowed any sums through debentures. Accordingly, clause 4(xi) of the Order is not applicable.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. According to the information and explanations given by the management, the Company has not indulged in dealing or trading in shares, securities, debentures and other investments.

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

16. The company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company/we report that the no funds raised on short-term basis have been used for long term investment. No long-term funds have been used to finance short term assets.

18. 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. There are no debentures issued and outstanding at the year end.

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

21. 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 explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For Nitin K. Shah & Co.

Chartered Accountants Firm Reg. NO.107140W

(Nitin K. Shah)

(Proprietor) M. No. 012398 Place: Ahmedabad

Date: 22/07/2011

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Sumeru Industries Ltd. ("the Company") as at March 31, 2010 and the related Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

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

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

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

(d) in our opinion, the Balance Sheet, Profit and loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;

(e) on the basis of written representations received from the directors, 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 a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Act and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

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

ANNEXURE TO AUDITORS REPORT

[Referred to in paragraph 3 of the Auditors Report of even date to the members of Sumeru Industries Ltd. on the accounts for the year ended March 31, 2010]

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

(b) According to the information and explanations given to us, the fixed assets of the Company were physically verified by the Management according to a phased program designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. There were no discrepancies noticed during the year.

(c) During the year, the Company has not disposed of any asset. In our opinion the status of the company continues to be going concern.

2. (a) As Explained to us, the inventory of the Company of Rs.710610/- has been consumed in the Kutchh salt project and there is no inventory at the end of the year. Hence, para 2(b),(c) are not applicable.

3. The company has neither granted nor taken loans, secured or unsecured to / from companies, firms or other parties covered in the register maintained under Section 301 of the Act. As the Company has not granted / taken any loans, secured or unsecured, to / from companies, firms etc., listed in the register maintained under Section 301 of the Act, paragraphs 4(III) (a) to (g) of the Order, are not applicable.

4. In our opinion and according to the information and explanations given to us, having regard to the explanations, there is adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and/or services. Further, on the basis of our examination of the books and information and as per the explanations given to us, we have neither come across nor have we been informed of any instance of continuing failure to correct major weaknesses in the aforesaid internal control system.

5. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that no transactions need to be entered into the register maintained under Section 301 of the Act. Consequently, requirement of clause (v,b) of paragraph 4 of the order is not applicable.

6. The company has not accepted any deposits under the provision of Sections 58A and 58AA of the Act and the rules framed there under.

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

8. To the best of our knowledge and as explained, the Central Government has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 for the products of the Company.

9. (a) According to the information and explanations given to us and according to the books and records examined by us, in our opinion, the Company wherever applicable, is regular in depositing the undisputed statutory dues In respect of provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess, service tax and other material statutory dues as applicable with the appropriate authorities.

Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the Companies Act, 1956, the same is not applicable to the company we, therefore, do not Comment upon its requirements.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Income Tax, Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Cess were in arrears, as at March 31, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, details of dues of Interest tax which has not been deposited on account of dispute raised by the income tax department are given below:



Particulars Period to which Forum where the Amount the amount relates dispute is pending (Rs.)

Interest Tax 1995-96 High Court 312003

Interest Tax 1996-97 High Court 835549

Interest Tax 1997-98 High Court 764757

Total 1912309



10. The Company does not have accumulated losses as at the end of the year and the Company has not incurred cash losses during the current year and immediately preceding financial year.

11. Based on the information and explanations given to us, the Company has not availed of any credit facilities from any financial institutions or banks during the year. The Company has not borrowed any sums through debentures. Accordingly, clause 4(xi) of the Order is not applicable.

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

13. In our opinion, considering the nature of activities carried on by the Company during the year, the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14. According to the information and explanations given by the management, the Company has not indulged in dealing or trading in shares, securities, debentures and other investments.

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

16. The company has not obtained any term loan during the year.

17. According to the information and explanations given to us and on an overall examination of Balance Sheet of the Company, we report that the no funds raised on short-term basis have been used for long term investment. No long-term funds have been used to finance short term assets.

18. 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. There are no debentures issued and outstanding at the year end.

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

21. 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 explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have been informed of such case by the Management.

For Nitin K. Shah & Co.

Chartered Accountants

Firm Reg. No.107140W



(Nitin K. Shah)

M. No. 012398

Place : Ahmedabad

Date : 22/06/2010