Auditor Report of Techno Forge Ltd.

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Techno Forge Limited (the Company") which comprise the balance sheet as at 31 March 2013, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

(iii) in the case of the cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

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

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

f. Since the Central Government has not issued any notification as to the rate at whichthecessistobepaidundersection441AoftheCompaniesAct, 1956nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, therefore we are unable to comment on this particular issue.

The Annexure referred to in Paragraph 1 under heading of "Report on Other Legal and Regulatory Requirements" our report to the members of Techno Forge Limited (''the Company") for the year ended 31 March 2013. We report that:

(i) (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except that the company is In the process of updating the fixed assets register in respect of the depreciation claimed for current year.

(b) As explained to us, all the Fixed Assets have been physical verified by the management on yearly basis and no material discrepancies were noticed on such verification. In our opinion, frequency of verification of Fixed Assets is reasonable.

(c) According to the information and explanations provided to us and on the basis of our examination of the records of the Company, the Company has not disposed off any substantial part of the fixed assets during the year, and therefore, do not affect the fundamental assumptions of going concern.

(ii) (a) As per the information and explanations given to us, the inventories have been physically verified by the management on a regular basis. In our opinion, the frequency of verification s reasonable.

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

(c) On the basis of our examination of the records of inventory, the company has maintained proper records of inventory. No material discrepancies were noticed on physical verification of, inventory as compared to book records and the same have been properly dealt with in the books of accounts.

(iii) (a) The Company has not granted loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 (''the Act''). Consequently, the requirements of Clause (iii) (a) to Clause (iii) (d) of paragraph 4 of the Order are not applicable.

(e) The Company has taken unsecured loans from two directors covered in the Register maintained under Section 301 of the Companies Act 1956. In respect of the said loans, the maximum amount outstanding during the year was Rs. 400,00,397/- and the year-end balance is Rs. 399,98,622/-.

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

(g) The said loans are payable at dernand. Repayment of loans becomes due as and when the lender calls back the loan. However, as explanation given to us, the two directors have not intended to call it back in foreseeable future.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods and Services. During the course of our audit, we have not observed any major weakness in the internal control system during the - course of the audit

(v) (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion, and according to the information and explanations given to us, there is no transactions made in pursuance of contracts and arrangements referred to in (yXa) above and exceeding the value of Rs 5 lacs with any pajty during the year.

(vi) According to information and explanations given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the Order are not applicable to the Company.

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

(via) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011 prescribed by the Central Government under Section 209(1 Xd) of the Companies Act 1956 and are of the opinion that prima facie the prescribed cost records have been maintained. We have, however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. The Company has appointed Cost auditor for the financial year 2012-13.

(ix) (a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues like Sales Tax, Customs Duty and other statutory dues. However there is minor delay in payment of Excise Duty, Cess, Service Tax, Income Tax, Provident Fund, Employees'' State Insurance, Professional Tax etc. However according to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31,2013 for a period of morethan six months from the date of becoming payable except following dues:

® SelfAssessmentTaxforA.Y.2011-12ofRs.37.05Lacs

® Self Assessment Tax for A.Y. 2012-13 of Rs. 18.26 Lacs

® Advance TaxforA.Y. 2013-14 of Rs. 21.07 Lacs

(b) - The disputed statutory dues aggregating Rs. 29.37 Lacs that have not been deposited on account of disputed matters pending before appropriate authorities are as under.

Sr. Name of the Nature of Amount Period to Forum where No. Statue the Dues (Rs.in which the dispute is Lacs) amount pending relates

1 Income Tax Income 7.0 6 A.Y. 2007-08 Commissioner Act, 1961 Tax of Income Tax (Appeals)

2 Income Tax Income 22.31 A.Y. 2010-11 Commissioner Act 1961 Tax of Income Tax (Appeals)

(x) The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanations given to us by the management, we are of the opinion that the company has defaulted in repayment of dues to banks and financial Institutions. Delays were noticed in payment of interest and principal for the month of February and March 2013. As at balance sheet date, the dues include principal aggregating Rs. 10,91,640/- 8nd interest aggregating Rs. 16,68,2807-

(xii) In our opinion and according to the explanations given to us and based on the Information available, nq loans and advances have been granted by the Company on the basis of security by way of pledge of shares, shares and other securities.

(xiii) In our opinion and according to the information and explanations given to us, the Company is not a chit fund/ nidhl/ mutual benefit fund/ society. Therefore, the provisions of Clause (xiii) of paragraph 4 of the Order are not applicable to the Company.

(xiv) According to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of Clause (xiv) of paragraph 4 of the Order are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions. '' ¦ *

(xvi) The Company has raised new term loan during the year. According to information and explanations given to us and on the basis of our examination of the records of the Company, we are of the opinion that the Company has, prima facie, applied the term loans outstanding at the beginning of the year and that raised during the year for the purposes for which they are raised.

(xvii) According to the information and explanations given to us and overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long-term investment

(xviii) The Company has made preferential allotment of equity shares during the year to the director covered in the Register maintained under Section 301 of the Companies Act, 1956 as approved by the members by passing special resolution in its EGM for the quantity and pricing thereof. Accordingly the price at which such shares are allotted is not prima facie prejudicial to the interest of the Company.

(xix) The Company has not issued any debentures during the year. Consequently, provisions of Clause (xix) of paragraph 4 of the Order are not applicable.


(xxi) In our opinion and according to the information and explanations given to us, no material fraud on or. by the company has been noticed or reported during the year.

For Majithia & Associates

Chartered Accountants

Firm Reg. No. 105871W

Bhavesh R. Majithia

Partner

Membership No. 48194

Place: Mumbai

Date: 29.05.2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of TECHNO FORGE LIMITED as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed there to. 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 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 it appears from our examination of the 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. Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub section (3C) of Section 211 of the Companies Act, 1956 except for AS 15,where provision has been made for liability in respect of gratuity to employees on estimated basis and not as per actuarial valuation.

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

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the Significant Account Policies and notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In the case of Profit and Loss Account, of Profit of the Company for the year ended on that date and

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

Annexure referred to in paragraph 2 of our report of even date on the Financial Statements of TECHNO FORGE LIMITED, for the year ended 31st March 2012.

On the basis of such checks as we considered appropriate apd according to the information and explanation given to us during the course of audit, we state that:

1. In respect of its Fixed Assets

a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets except that the company is in the process of updating the fixed assets register in respect of the depreciation claimed for curent year.

b) As explained to us. all the Fixed Assets have been physical verified by the management on yearly basis and no material discrepancies were noticed on such verification. In our opinion, frequency of verification of Fixed Assets is reasonable.

c) According to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year and the going concern status of the company is not affected.

2. In respect of its inventory

a) As per the information and explanations given to us, the inventories have been physically verified by the management on a regular basis. In our opinion, the frequency of verification s reasonable.

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

c) On the basis of our examination of the records of inventory, the company has maintained proper records of inventory No material discrepancies were noticed on physical verification of inventory as compared to book records and the same have been property dealt with in the books of accounts.

3 In respect of the loans, secured or unsecured, granted or taken by the company to / from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) As informed, the Company has not granted loans, secured or unsecured to Company, firms or other parties listed or covered in the register maintained under Section 301 of the Act in which directors are interested has contemplated under sub-section (6) of section 299 of the said Act.

b) The company has taken unsecured loans from two directors covered in the register maintained under Section 301 of the Companies Act, 1956. The yearend balance of such loan is Rs. 2,27,14,336/-and the maximum amount outstanding during the year was Rs. 2,27,14,336/-from two directors of the company. The rate of interest and other term and conditions of loans received are prima fade not prejudicial to the interest of the company.

c) In respect of the said loans, the same are long term in nature and therefore the question of overdue amount does not arise.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of good' and Services. During the course of our audit, we have no observed any continuing failure to correct any major weaknesses in the aforesaid internal control system.

5. In respect of the contracts or arrangements / transactions referred to in section 301 of the company's Act 1956;

a) In our opinion and according to the information & explanations given to us, the transaction made in pursuance of contracts or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us there is one transaction of Rs. 12.00 lacs towards commission to the director Mr. Hemant V. Chheda for which no permission of requisite authority is obtained. The transaction has been madn at price which are prima facie reasonable having regards to the prevailing market prices at the relevant time.

6. According to information and explanations given to us, the company has not accepted any deposit from public. Therefore, the provision of Clause (vi) of paragraph 4 of the Order are not applicable to the company.

7. In our opinion and according to information and explanations given to us, the company has internal audit system commensurate with the size and nature of its business.

8. The Centra! Government has prescribed maintenance of Cost Records under section 209(1) (d) of the companies Act, 1956. The company has not appointed Cost Auditor during the Previous Year

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

a) According to the information & explanation given to us & as per records of the company examined by us, the company is regular in depositing statutory dues in respect of Sales Tax, Sen/ice Tax, Custom Duty, Excise Duty & cess except there is a delay in payment of Provident Fund. Employees State Insurance, Professional Tax, TDS, Income Tax and in respect of following payments which are outstanding for more than six months at the year end.

I) SelfAssessmenttaxforAssessmentYear2011-12Rs. 37,05lacs.

II) Advance Tax for Assessment Year2012-13 Rs. 14.58lacs.

b) There is a disputed liability in respect of which the company has not paid the Assessment Dues to the extent of Rs.7,06,170/- for Assessment Year 2007-08 for which the company has filed an appeal before the Commissioner of Income Tax (Appeal).

c) There is a disputed liability in respect of which the company has not paid VAT Assessment dues to the extent of Rs. 18,31,779/- for Assessment Year 2008-09 for which the company has filled the appeal before the Joint Commissioner Baroda.

10. The company does not have accumulated losses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediate preceding financial year.

11. On the basis of our audit procedures and based on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. In our opinion & according to the information and explanation given by management, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the paragraph 4 on the order are not applicable.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the paragraph 4 of the order are not applicable.

15. In our opinion and according to the information and explanation given by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. On the basis of records examined by us, and relying on the information compiled by the Company for co-relating the funds raised to the end use of term loans, we state that the Company has, prime facie, applied the term loan for the purpose for which they were raised.

17. According to the information and explanation given to us and on overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company fot classification of Short-term and Long term usage of the funds, we are of the opinion that the funds raised on short-term basis have prima facie not been utilized for long-term investment and vice- versa.

18. According to the information and explanation given to us, the company has not made any preferential allotment of shares to the parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

20. According to the information and explanation given to us, the company has not raised any money by way of public issue during the period.

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

For MAJITHIA& ASSOCIATES Chartered Accountants Sd/- B. R. Majithia (Partner)

M. No.048194

Firm Reg. No. - 105871W

Place : Mumbai.

Date : 29/06/2012

---

Mar 31, 2010

We have audited the attached Balance Sheet of TECHNO FORGE LIMITED as at 31st March, 2010 and also the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on that date annexed there to. 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.

1. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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 the management, as well as evaluating the overall financial statement presentation. We believe mat bur audit provides a reasonable basis for our opinion.

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956 (hereinafter referred to as the "Act"), we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

3. Further to our comments in the Annexure referred to in paragraph 2 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 it appears from our examination of the 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 have been prepared in compliance.

e) In our opinion, Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in Sub section (3C) of Section 211 of the Companies Act, 1956.

f) On the basis of written representations received on the letter head of the company and taken on Minutes of the meeting of Board of Directors, we report that none of them is disqualified as on 31st March 2010 from being appointed as a Director in terms of section 274 (1) (g) of the Companies Act, 1956.

g) In our opinion and to the best of our information and according .to the explanations given to us and subject to point no. 2) of notes to the accounts & point no. 9b) of CARO annexure, the said accounts, read together with significant accounting policies and notes thereof give the information required by the Companies Act , 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

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

(ii) In the case of Profit and Loss Account, of Profit of the Company for the year ended on that date and

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

ANNEXURE TO THE AUDITORS REPORT

Annexure referred to in paragraph 2 of our report of even date on the Financial Statements of TECHNO FORGE LIMITED, for the year ended 31st March 2010.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of audit, we state that:

a) The company is in the process of updating the fixed assets register for current year.

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

c) As explained to us, physical verification of Fixed Assets was done by the management on yearly basis and no material discrepancies were noticed on such verification. In our opinion, frequency of verification of Fixed Assets is reasonable.

d) According to the information and explanations given to us, the company has not disposed off substantial part of the fixed assets during the year.

2. a) As per the information and explanations given to us, the inventories have been physically verified by the management on a regular basis.

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

business.

c) On the basis of ouf-examination of the records of inventory, the company is maintaining proper records of inventory."

No material discrepancies were noticed on physical verification of inventory as compared to book records and the same have been properly dealt with in the books of accounts.

3. As informed, the Company has not granted loans, secured or unsecured to Company, firms or other parties listed or covered in the register maintained under Section 301 of the Act.

a) According to the information and the explanation given to us, the Company has not given unsecured loans & advances to companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956, in which directors are interested as contemplated under sub-section (6) of section 299 of the said Act

b) The company has taken interest free unsecured loans from two directors covered in the register maintained under Section 301 of the Companies Act, 1956. The year end balance of such loan is Rs. 43,40,106/- and the maximum amount outstanding during the year was Rs. 63,15,730/-. The term & conditions of loans received are prima facia not prejudicial to the interest of the company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventories, fixed assets and for the sale of goods.

5.

a) According to the information and explanations given to us and as per the records of the company, transactions that need to be entered into the register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information & explanations given to us, there are no transaction of purchase of goods and materials and sale of goods, materials & services, made in pursuance of contracts or arrangements entered in the register maintained

* tinder section 301 and aggregating during the year to Rs. 5,00,000/- or more in respect of each party.

6. No deposits within the meaning of Section 58A of the Act and rules framed there under have been accepted by the Company.

7. / In our opinion and according to information and explanations given to us, the company

has internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under section 209(1) (d) of the companies Act, 1956 for any of the products of the company.

9-

a) According to the information and explanations given to us, there are no undisputed amounts payable in respect df such statutory dues which have remained outstanding as at the last day of the financial year for a period of more than six months from the date they became payable.

b) According to the records of the company, there is no disputed amount payable in respect of sales tax, customs, wealth tax, excise duty, cess except income tax to the extent of Rs. 6,06,1707- for Assessment Year 2007-08 for which the company has Ned an appeal to the Commissioner of Income Tax (Appeal).

10. The company has no accumulated tosses at the end of the financial year and it has not incurred cash losses in the financial year under report and the immediate financial year.

11. On the basis of our audit procedures and based on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. Based on our audit procedures and as per information and explanation given by management, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the paragraph 4 on the order are not applicable.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the paragraph 4 of the order are not applicable.

15. In out opinion and according to the information and explanation given by the management, the company has not given any guarantee for loans taken by others from banks or financial institutions.

16. On the basis of records examined by us, and relying on the infonflaftoncomptedbythe Company for Co-relating the funds raised to the and

Company has, prime fade, applied the term loan for the purpose for which they were raised.

17. According to the information and explanation given to us and on overall examination of the financial statements and after placing reliance on the reasonable assumptions made by the Company for classification of Short-term and Long term usage of the funds, we are of the opinion that the funds raised on short-term basis have prima fade not been utilized for long-term investment and vice- versa.

18. According to the information and explanation given to us, the company has made preferential allotment for re-issue of 1,29,600 forfeited shares at Rs. 12.00/-each which comprises face values of Rs. 10.00/- per share and premium of Rs. 2.007- per shares to trie parties and companies covered in the register maintained under section 301 of the Companies Act, 1956. The above transaction is not prejudicial to the interest of the company.

19. According to the information and explanations given to us, the Company has not issued any Secured Debentures during the year.

20. According to the information and explanation given to us, the company has not raised any money by way of public issue during the period.

21. Based upon the audit procedures performed and information and explanation given the management, we report that no fraud on or by the Company has been noticed or. reported to / by us during the course of our audit.

For MAJITHIA & ASSOCIATES Chartered Accountants

Sd/-

B.R.Majithia (Partner).

M. No. 048194

Firm Reg. No. - 105871W

Place :Mumbai.

Date : 26/05/2010