Auditor Report of The Hi-Tech Gears Ltd.

Mar 31, 2018

Report on the Standalone lnd AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of The Hi-Tech Gears Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone lnd AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit & loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards(lnd AS) prescribed under Section 133 of the Act read with the companies (Indian accounting Standards) Rule 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone lnd AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone lnd AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone lnd AS financial statements are free from material misstatement.

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

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

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018 and its Profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 01, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2017 and March 31, 2016 expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by us. Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of section 143(11) of the Act, we give in the “Annexure A”, a statement on the matters specified in paragraphs 3 and 4 of the said Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief, were necessary for the 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 it appears from our examination of those books;

(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rules - 7 of the Companies (Accounts) Rules 2014.

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

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

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

I. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements- Refer Note 39A(2) to the standalone lnd AS financial statements;

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

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

Annexure - A to the Independent Auditors’ Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended March 31, 2018, we report that:

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

(b) The Company has a regular programme of verification of fixed assets. All the fixed assets except furniture and fixtures and office equipments have been physically verified by the management during the year, which in our opinion is reasonable having regard to size of the Company and nature of fixed assets. No material discrepancies were noticed on such verification.

(c) On the basis of information and explanation provided by the management, the title deeds of immovable properties are held in the name of the Company.

(ii) According to information and explanation given to us inventories have been physically verified by the management during the year except for stock-in-transit. In our opinion, the frequency of such verification is reasonable. No material discrepancies were noticed on physical verification of inventories by the management.

(iii) According to the information and explanations given to us, the Company has not granted any loan, secured or unsecured to companies, firms, Limited Liability Partnerships (LLPs) or other parties covered in the register maintained under Section 189 of the Act. Accordingly, the provisions of paragraphs3(iii)(a), 3(iii)(b) and 3(iii)(c) of the Order are not applicable to the Company.

(iv) According to the information and explanations given to us, the Company has not entered into any transaction covered under Sections 185 of the Act. The company has complied with the provisions of Sections 186 of the Act in respect of investments made. The Company has not granted any loans, and has not provided any guarantees or securities to parties covered under Section 186 of the Act.

(v) In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits from the public in accordance with the provisions of Sections 73 to 76 of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the rules prescribed by the Central Government for the maintenance of cost records under subsection (I) of Section 148 of the Act and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records.

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

(a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, duty of excise, duty of customs, goods and service tax, cess and other applicable statutory dues with the appropriate authorities.

There were no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, service tax, value added tax, duty of excise, duty of customs, goods and service tax, cess and other applicable statutory dues in arrears as at March 31 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, service tax, goods and service tax, duty of customs, duty of excise which have not been deposited with the appropriate authorities on account of any dispute other than those mentioned as under:

Name of the Statue	Nature of Dues	Period to which the amount relates	Amount (Rs. in lakh)	Forum Where Dispute is Pending
Income Tax Act, 1961	Income Tax	A.Y. 2008-09	2.56	Income Tax Appellate Tribunal, Delhi
Income Tax Act, 1961	Income Tax	A.Y. 2012-13	3.53	Commissioner of Income Tax (Appeals), Delhi
Income Tax Act, 1961	Income Tax	A.Y. 2010-11	25.40	Income Tax Appellate Tribunal, Delhi

(viii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to any bank or to any financial institution. The Company has not borrowed any loan from Government. The Company has not issued any debentures.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments). Based on our audit procedures and on the information given by the management, we report that term loans have been utilized for the purpose, for which they have been raised.

(x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.

(xi) The Company has paid or provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to Act.

(xii) The Company is not a nidhi Company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with section 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable Indian Accounting Standards.

(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.

(xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.

Annexure ‘B’ To the Independent Auditors’ Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date to the Members of the Company)

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

We have audited the internal financial controls over financial reporting of The Hi-Tech Gears Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the standalone lnd AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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

Auditors’ Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

Opinion

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

For O.P Dadu & Co.

Chartered Accountants

Firm Regn. No. 001201N

CA Amit Gupta

Place : New Delhi Partner

Date : May 21, 2018 Membership No. 094202

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Mar 31, 2016

To the Members of

The Hi-Tech Gears Limited

(Formerly Hi-Tech Gears Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of The Hi-Tech Gears Limited (‘the Company''), formerly known as Hi-Tech Gears Limited, which comprise the balance sheet as at 31 March 2016, the statement of profit and toss 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

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

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

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

(c) The balance sheet, the statement of profit and toss and the 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 the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

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

(g) With respect to the other matters 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 statement- Refer Note 35 B(2) to the financial statements;

II. The Company did not have any tong-term contracts including derivative contracts for which there were any material foreseeable tosses;

III. There has been no delay in transferring amounts, required to be transferred to the investor education and protection fund by the company.

The Annexure referred to in Independent Auditors'' Report to the members of the Company on the financial statements for the year ended 31 March 2016, we report that:

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

(b) The Company has a regular programme of verification of fixed assets. All the fixed assets except furniture and fixtures and office equipments have been physically verified by the management during the year, which in our opinion is reasonable having regard to size of the Company and nature of fixed assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) According to the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancies were noticed on physical verification of inventories by the management.

(iii) The Company has not granted any toans to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Thus, paragraph 3(iii) of the Order is not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, the Company has not made any toans, guarantees and security under the provisions of section 185 of the Companies Act, 2013. According to the information and explanations given to us, the Company has complied with the provisions of section 186 of the Act, with respect to the investments made.

(v) According to the information and explanation given to us, the company has not accepted any deposits from the public. Therefore, paragraph 3(v) of the order is not applicable to the Company.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Act, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

(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, employees’'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’'' state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of sales tax or duty of customs or duty of excise or value added tax 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 dues of income tax and service tax have not been deposited by the Company on account of disputes:

S. No.	Name of the Statue	Nature of Dues	Period to which the amount relates	Amount (Rs.)	Forum Where Dispute is Pending
1	Central Excise Act, 1944	Service Tax	Feb''09 to Dec''09	85,598 (85,598)	Pending with Tribunal, RK Puram, Delhi [In Previous Year, the matter was pending before Commissioner (Appeals), CE]
2	Central Excise Act, 1944	Service Tax	Nov''10 to Aug''11	NIL (164,915)	Disposed by Tribunal, RK Puram, Delhi
3	Central Excise Act, 1944	Service Tax	Sep''11 to Jun''12	217,316 (217,316)	Commissioner (Appeals), Central Excise, Jaipur
4	Central Excise Act, 1944	Service Tax	Nov''06 to July''11	NIL (1,148,612)	Disposed by Tribunal, RK Puram, Delhi
5	Central Excise Act, 1944	Service Tax	Aug''11 to Jul''12	NIL (325,712)	Disposed by Tribunal, RK Puram, Delhi
6	Central Excise Act, 1944	Service Tax	Aug''11 to Jul''12	NIL (33,475)	Disposed by Tribunal, RK Puram, Delhi
7	Central Excise Act, 1944	Service Tax	Aug''12 to Jul''13	NIL (25,545)	Disposed by Tribunal, RK Puram, Delhi
8	Central Excise Act, 1944	Service Tax	Aug''12 to Jul''14	915,720 (NIL)	Commissioner (Appeal), Central Excise, Haryana
9	Central Excise Act, 1944	Service Tax	Aug''13 to Jul''14	57,400 (NIL)	Commissioner (Appeal), Central Excise, Delhi
10	Income Tax Act, 1961	Income Tax	A.Y. 2008-09	256,368 (256,368)	Income Tax Appellate Tribunal [In Previous Year, the matter was pending before Commissioner of Income Tax (Appeals]
11	Income Tax Act, 1961	Income Tax	A.Y 2012-13	352,960 (352,960)	Commissioner of Income Tax (Appeals)
12	Income Tax Act, 1961	Income Tax	A.Y 2010-11	2,540,000 (3,312,315)	Income Tax Appellate Tribunal [In Previous Year, the matter was pending with Commissioner of Income Tax (Appeals), Delhi]
13	Income Tax Act, 1961	Income Tax	A.Y. 2013-14	869,191 (NIL)	Commissioner of Income Tax (Appeals)
	Total			5,294,553 (5,922,816)

Note- Figures in brackets relates to the previous year.

viii) Based on our audit procedures and according to the information and explanations given by the management, the Company has not defaulted in repayment of dues to any banks or to any financial institution. The Company did not have any outstanding debentures during the year.

ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). Based on our audit procedures and on the information given by the management, we report that term toans have been utilized for the purpose, for which they have been raised.

x) According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees’ has been noticed or reported during the course of our audit.

xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

xiii) According to the information and explanations given to us and based on our examination of the records of the

Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

xiv) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

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

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

We have audited the internal financial controls over financial reporting of The Hi-Tech Gears Limited (‘the Company''), formerly known as Hi-Tech Gears Limited as of 31 March 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

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

Auditors'' Responsibility

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

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

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

Meaning of Internal Financial Controls over Financial Reporting

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

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

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

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

For Gupta Vigg & Co.

Chartered Accountants

Firm Registration No. 001393N

CA. Deepak Pokhriyal

Place : New Delhi Partner

Date : 26 May, 2016 Membership Number : 524778

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Mar 31, 2015

We have audited the accompanying financial statements of Hi-Tech Gears Limited ('the Company'), which comprise the Balance Sheet as at March 31, 2015, 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

The Company's Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act, read with Rule 7 of the companies (Accounts) Rules, 2014.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' 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 hereunder.

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the state of affairs of the company as at March 31, 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matters in the notes to the financial statements:

Note no. 35B(1) and(5)to the financial statements, which describes the uncertainty related to the outcome of the various lawsuits filed against the Company.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2015 ('the Order') issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 it 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 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 March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub section (2) of section 164 of the Act.

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

i. The company has disclosed the impact of pending litigations on its financial position in its financial statement- Refer Note 35 B(3) and (6) 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 has been no delay in transferring amounts, required to be transferred, to the investor's education and protection fund by the company.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records to show full particulars including quantitative details and situations of fixed assets. (b) As per the information and explanations given to us, the Company has a regular programme of verification of fixed assets. All the fixed assets except furniture and fixtures and office equipments have been physically verified by the management during the year, which in our opinion is reasonable having regard to size of the Company and nature of fixed assets. No material discrepancies were noticed on such verification.

(ii) (a) As per the information and explanations given to us, the inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

(iii) 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 under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses (iii) (a) and (iii) (b) of the order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure 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 services. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal control system has been noticed.

(v) According to the information and explanations given to us, the Company has not accepted any deposit from the public during the year and hence the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under are not applicable to the Company.

(vi) According to the information and explanations given to us, the Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148 (1) of the Companies Act, 2013 are not applicable to 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, undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us, there were no outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable. (b) According to the information and explanations given to us, there is no amounts payable in respect of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax orcess, which have not been deposited on account of any disputes except below:-

S. Name of Nature of Dues Period to which No. the Statue the amount relates

1 Central Excise Service Tax Feb'09 to Dec'09 Act, 1944 2 Central Excise Service Tax Nov'10 to Aug'11 Act, 1944

3 Central Excise Service Tax Nov'10 to Aug'11 Act, 1944

4 Central Excise Service Tax Sep'11 to Jun'12 Act, 1944

5 Central Excise Service Tax Nov'06 to July'11 Act, 1944

6 Central Excise Service Tax Aug'11 to Jul'12 Act, 1944

7 Central Excise Service Tax Aug'11 to Jul'12 Act, 1944

8 Central Excise Service Tax Aug'12 to Jul'13 Act, 1944

9 Central Excise Service Tax Apr'08 to Feb'09 Act, 1944 10 Central Excise Service Tax Mar'09 to Mar'10 Act, 1944

11 Central Excise Service Tax Apr'08 to Mar'10 Act, 1944

12 Central Excise Service Tax Apr'08 to Jul'11 Act, 1944

13 Income Tax Income Tax A.Y. 2008-09 Act, 1961

14 Income Tax Income Tax A.Y. 2012-13 Act, 1961

15 Income Tax Income Tax A.Y. 2010-11 Act, 1961

16 Local Areas Entry Tax 2007-08 Act, 1999

17 Local Areas Entry Tax 2008-09 Act, 1999

18 Local Areas Entry Tax 2009-10 Act, 1999

19 Local Areas Entry Tax 2010-11 Act, 1999

20 Local Areas Entry Tax 2011-12 Act, 1999

Name of the Statue Amount (Rs.) Forum Where Dispute is Pending

Central Excise 85,598 Commissioner (Appeal), CE Act.1944 (85,598)

Central Excise 164,915 Pending with Tribunal, RK Puram, Act,1944 (164,915) Delhi

Central Excise NIL Commissioner (Appeal), CE Act,1944 (103,399)

Central Excise 217,316 Commissioner (Appeals), CE, Act,1944 (NIL) Jaipur

Central Excise 1,148,612 Pending with Tribunal, RK Puram, Act, 1944 (3,068,991) Delhi

Central Excise 325,712 Pending with Tribunal, RK Puram, Act,1944 (325,712) Delhi

Central Excise 33,475 Pending with Tribunal, RK Puram, Act,1944 (660,482) Delhi

Central Excise 25,545 Pending with Tribunal, RK Puram, Act,1944 (25,545) Delhi

CENTRAL eXCISE NIL Pending with Tribunal, RK Puram, Act,1944 (485,131) Delhi

Central Excise NIL Pending with Tribunal, RK Puram, Act,1944 (445,857) Delhi

Central Excise NIL Pending with Tribunal, RK Puram, Act,1944 (291,171) Delhi

Central Excise NIL Pending with Tribunal, RK Puram, Act,1944 (1,491,522) Delhi

Central Excise NIL Commissioner of Income Tax Act,1944 (256,368) (Appeals)

Income Tax 352,960 Commissioner of Income Tax Act,1961 (NIL) (Appeals)

Income Tax 3,312,315 Commissioner of Income Tax Act,1961 (3,312,315) (Appeals), Delhi

Local Areas 1,037,566 Hon'ble Supreme Court of India Act,1999 (1,219,212)

Local Areas 791,040 Hon'bleSupreme Court of India Act,1999 (908,718)

Local Areas 888,868 Hon'bleSupreme Court of India Act,1999 (1,119,316)

Local Areas 723,027 Hon'bleSupreme Court of India Act,1999 (858,227)

Local Areas 1,195,758 Hon'bleSupreme Court of India Act,1999 (1,449,974)

Total 10,302,707 (16,272,453)

Note:- Figures in brackets relates to the previous year.

(c) According to the information and explanations given to us and on the basis of our examination of the books of account, the amount required to be transferred to investor education and protection fund has been transferred to such fund within time in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

viii) 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.

(ix) Based on our audit procedures and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to banks.

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

(xi) Based on our audit procedures and on the information given by the management, we report that term loans have been utilized for the purpose, for which they have been raised.

(xii) Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Gupta Vigg & Co.

Chartered Accountants

Firm Regn. No. 001393N

CA. Kawal Jain

Place :New Delhi Partner

Date :21th May, 2015 Membership No. : 089214

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Mar 31, 2014

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

Management''s Responsibility for the Financial Statements

The Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with 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, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, 2014;

(b) in the case of Statement of Profit and Loss, 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 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 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013; and

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

The Annexure referred to in paragraph 1 of our report of even date to the members of Hi-Tech Gears Limited ("the Company") on the accounts of the company for the year ended 31st March, 2014.

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

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, the company has a regular programme of verification of fixed assets. All the assets except furniture & fixtures are verified once in every two years, which in our opinion, is reasonable having regard to size of the company and nature of fixed assets. During the year under audit, company started physical verification of fixed assets. Till the date of audit, 90% of gross block of fixed assets were verified and no material discrepancies were noticed on such verification. Physical verification of rest of the assets was in continuation.

(c) In our opinion and according to the information and explanations given to us, fixed asset disposed off during the year were not substantial, and therefore, do not affect the going concern assumption.

2. (a) As explained to us, Inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) 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 under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses (iii) (b), (iii) (c) and (iii) (d) of the order are not applicable to the Company.

(e) 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 taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus, sub clauses (f) & (g) of clause (iii) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) Based on our audit procedure and according to information and explanation provided to us by the management, we are of the opinion that the transaction made in pursuance of contracts arrangements entered in the registered maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

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

7. In our opinion and according to information & explanations given by the management, the Company has an adequate internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of The Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintain. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or compete.

9. (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of sales tax, income tax, custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account of any disputes except below:-

S. Name of Nature Year Amount (Rs.) Pending at No. the Statue of Assessing Dues Authority

1. Central Service 2009-10 85,598 Commissioner Excise Act Tax (85,598) (Appeal), CE 1944

2. Central Service 2010-11 1,03,399 Commissioner Excise Act Tax & 2011 - (1,03,399) (Appeal), CE 1944 12

3. Central Service 2010-11 1,64,915 Pending with Excise Act Tax & 2011- (NIL) Tribunal, RK 1944 12 Puram, Delhi

4. Central Service 2008-09 4,85,131 Pending with Excise Act Tax (4,85,131) Tribunal, RK 1944 Puram, Delhi

5. Central Service 2009- 10 4,45,857 Pending with Excise Act Tax (4,45,857) Tribunal, RK 1944 Puram, Delhi

6. Central Service 2010- 11 2,91,171 Pending with Excise Act Tax (2,91,171) Tribunal, RK 1944 Puram, Delhi

7. Central Service 2008- 09, 14,91,522 Pending with Excise Act Tax 2009- 10, (12,18,991) Tribunal, RK 1944 2010- 11 Puram, Delhi

8. Central Service 2006- 07 30,68,991 Pending with Excise Act Tax to 2010 - (11,54,202) Tribunal, RK 1944 11 Puram, Delhi

9. Central Service 2011 - 12 3,25,712 Commissioner Excise Act Tax 2012- 13 (NIL) (Appeal), CE 1944

10. Central Service 2011 - 12 6,60,482 Commissioner Excise Act Tax 2012- 13 (NIL) of Income Tax 1944 (Appeals)

11. Central Service 2011 - 12 25,545 Commissioner Excise Act Tax 2012- 13 (NIL) of Income Tax 1944 (Appeals)

12 Local Area Entry 2007- 08 12,19,212 Hon''ble High- Act, 1999 Tax (12,19,212) Court, Rajasthan, Jaipur

13. Local Area Entry 2008- 9,08,718 Hon''ble High- Act, 1999 Tax 09 (9,08,718) Court, Rajasthan, Jaipur

14. Local Area Entry 2009- 10 11,19,316 Hon''ble High- Act, 1999 Tax (11,19,316) Court, Rajasthan, Jaipur

15. Local Area Entry 2010- 11 8,58,227 Hon''ble High- Act, 1999 Tax (8,58,227) Court, Rajasthan, Jaipur

16 Local Area Entry 2011- 12 14,49,974 Hon''ble High- Act, 1999 Tax (NIL) Court, Rajasthan, Jaipur

17 Income Income A.Y. 2,56,368 Commissioner Tax Act, Tax 2008- 09 (Nil) of Income Tax 1961 (Appeals)

18 Income Income A.Y. 33,12,315 Commissioner Tax Act, Tax 2010- 11 (33,85,470) of Income Tax 1961 (Appeals), Delhi

Total 1,62,72,453 (1,12,75,292)

Note:- Figures in brackets relates to the previous year

10. 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.

11. Based on our audit procedures and on the information and explanations given by the 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. According to the information and explanations given to us, 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 provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not dealing in trading of Shares, Mutual funds & other Investments.

15. 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.

16. Based on our audit procedures and on the information given by the management, we report that term loans have been utilized for the purpose, they have been raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company did not have any outstanding debentures during the year.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Gupta Vigg & Co. Chartered Accountants Firm Registration No. 001393N

Sd/-

CA. Kawal Jain Place: New Delhi Partner Date: 30th May, 2014 Membership No.: 089214

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Mar 31, 2013

Report on Financial Statements

We have audited the accompanying financial statements of Hi-Tech Gears Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statement

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

Auditors'' Responsibility

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

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give

the information required by the Act in the manner so required 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, 2013;

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

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

a) we have obtained all the information and 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;

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

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

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

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, all the fixed assets have not been physically verified by the management during the year, but there is a regular programme of verification except furniture & fixtures which, in our opinion, is reasonable having regard to size of the company and nature of fixed assets. No material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, Inventories have been physically verified during the year by the management at reasonable intervals.

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) 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 under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) 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 taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, 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) Based on our audit procedure and according to information and explanation provided to us by the management, we are of the opinion that the transaction made in pursuance of contracts arrangements entered in the registered maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. According to information and explanation given to us by the management, the Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956 and the companies (Acceprtance of Deposit) Rules 1975.

7. In our opinion and according to information & explanations given by the management, the Company has an adequate internal audit system commensurate with its size and the nature of its business.

8. We have broadly reviewed the books of accounts relating to material, labour and other items of cost maintained by the company pursuant to rules made by the Central Government for the maintenance of cost records under section 209(1)(d) of The Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintain. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or compete.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2013 for a period of more than six months from the date they became payable.

Note:- Figures in brackets relates to the previous year

10. 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.

11. Based on our audit procedures and on the information and explanations given by the 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. According to the information and explanations given to us, 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 provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not dealing in trading of Shares, Mutual funds & other Investments.

15. 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.

16. Based on our audit procedures and on the information given by the management, we report that term loans have been utilized for the purpose, they have been raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2013, we report that no funds raised on short-term basis have been used for long- term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Gupta Vigg & Co.

Chartered Accountants

Firm Regn. No. 001393N

CA. Kawal Jain

Place: Gurgaon Partner

Date : 29th May, 2013 Membership No. : 089214

---

Mar 31, 2012

1. We have audited the attached Balance sheet of HI-TECH GEARS LIMITED as at 31 st March 2012 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 [as amended by the Companies (Auditor's Report) (Amendment) order,2004,] issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

4. Furtherto ourcomments in the Annexure referred to above, we report that:

i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary forthe purpose of ouraudit.

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

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

iv) In our opinion, the Balance sheet, Profit & 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 Companies Act, 1956;

v> On the basis of the written representation received from the Director, as on 31 st March 2012 and taken on record by the board of Director, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed in term of requirement under Section 274(1 )(g) of the Companies Act, 1956.

vi) 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 Accounting policies and notes appearing thereon numbering Note 1 to Note 45 give the information as 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:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31 st March, 2012.

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH '3' OF THE AUDITORS' REPORT ON THE ACCOUNTS OF HI-TECH GEARS LMITED FOR THE YEAR ENDED 31st MARCH 2012.

i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) All the fixed assets have been physically verified by the management during the year except for furniture and fixtures and office equipments. No material discrepancies were noticed on such verification.

(c) No substantial part of Fixed Asset has been disposed off during the year.

ii) (a) The Inventory has been physically verified during the year by the management. In ouropinion,the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.Hence Clause 4 (iii) (b), 4 (iii) (c) and Clause 4 (iii) (d) is not applicable.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956. Hence Clause 4 (iii) (f) and Clause 4 (iii) (g) is not applicable.

iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

v> (a) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transactions that need to be entered in to the registered maintained under Section 301 of The Companies Act, 1956 have been so entered.

(b) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transaction made in pursuance of contracts and arrangements entered in the registered maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public, undersection 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) In our opinion and according to the information and explanations given to us, the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records undersection 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) (a) According to the records, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Cess, Service Tax have generally been deposited with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which were outstanding, as at 31st March, 2012 for a period of more than six months, from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which have not been deposited on account of any dispute except the following:

S. Particulars Year Amount Pending at No. (Rs.) Assessing Authority

1 Central Excise Act 2009-2010 445,857 Commissioner (Appeal), 1944 CE

2 Central Excise Act 2010-2011 291,171 Commissioner (Appeal), 1944 CE

3 Local Area Act 2007-2008 1,219,212 Hon'ble High-Court 1999 Rajasthan Jaipur

4 Local Area Act 2008-2009 908,718 Hon'ble High-Court 1999 Rajasthan Jaipur

Total 2,864,958

x) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution and banks.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year underaudit.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of this order are not applicable to the Company.

xiv) According to the information and explanation provided to us, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of this order are not applicable to the Company.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) According to the information and explanation given to us, the term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short term basis have not been used for long- term investment.

xviii) During the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

xix) During the period covered by our audit report, the Company has not issued any debentures.

xx) The Company has not raised any money by way of public issue.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For GUPTA VIGG & CO.

CHARTERED ACCOUNTANTS

FIRM REGN.NO.001393N

Place : New Delhi (CA. KAWAL JAIN)

Dated : 26.05.2012 PARTNER

Membership No.089214

---

Mar 31, 2011

1. We have audited the attached Balance sheet of HI-TECH GEARS LIMITED as at 31st March 2011 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditors' Report) Order, 2003 [as amended by the Companies (Auditor's Report) (Amendment) order,2004,] issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

i) 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.

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

iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this

report are in agreement with the books of account.

iv) In our opinion, the Balance sheet, Profit & 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 Companies Act, 1956;

v) On the basis of the written representation received from the Director, as on 31st March 2011 and taken on record by the board of Director, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a in term of requirement under Section 274(1)(g) of the Companies Act , 1956.

vi) 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 Accounting policies, and notes appearing thereon as contained in Schedule 17 give the information as 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:

a) In the case of the Balance sheet, of the state of affairs of the Company as at 31st March, 2011.

b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH '3' OF THE AUDITORS' REPORT ON THE ACCOUNTS OF HI- TECH GEARS LMITED FOR THE YEAR ENDED 31st MARCH 2011.

(i) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) All the fixed assets have been physically verified by the management during the year except for furniture and fixtures and office equipments. No material discrepancies were noticed on such verification.

(c) No substantial part of Fixed Asset has been disposed off during the year.

ii) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956.Hence Clause 4 (iii) (b), 4 (iii) (c) and Clause 4 (iii) (d) is not applicable.

(e) The company has not taken any loans, secured or unsecured from companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956. Hence Clause 4 (iii) (f) and Clause 4 (iii) (g) is not applicable.

iv) In our opinion and according to the information

and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and for sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control.

v) (a) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transactions that need to be entered in to the registered maintained under Section 301 of The Companies Act, 1956 have been so entered.

(b) Based on our audit procedure and according to information and explanation given to us by the management, we are of the opinion that the transaction made in pursuance of contracts and arrangements entered in the registered maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public, under section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

vii) In our opinion and according to the information and explanations given to us, the Company has an adequate internal audit system commensurate with the size and nature of its business.

viii) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost maintained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix) (a) According to the records, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Cess, Service Tax have generally been deposited with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which were outstanding, as at 31st March, 2011 for a period of more than six months, from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund, Investor Education and Protection Fund,

Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which have not been deposited on account of any dispute except the following:

Nature of Statute Nature of Year Amount Forum where Dues dispute is pending

Asst. Commissioner Rajasthan 2007-08 1,716,840.00 Rajasthan High- of Commercial Tax on court- Jaipur. Taxes Deptt. Entry of Bhiwadi Goods into Local Area Act, 1999

Asst. Commissioner Rajasthan 2008-09 1,351,717.00 Rajasthan High- of Commercial Tax on court- Jaipur. Taxes Deptt. Entry of Bhiwadi Goods into Local Area Act,1999

Dy. Commissioner Sales Tax 2009-10 745,283.00 Commissioner of Commercial Appeal, Ranchi Taxes Division, Jharkhand

x) The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

xi) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to any financial institution and banks.

xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, during the year under audit.

xiii) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xiii) of this order are not applicable to the Company.

xiv) According to the information and explanation provided to us, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of this order are not applicable to the Company.

xv) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The term loans have been applied for the purpose for which they were raised.

xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short term basis have not been used for long- term investment.

xviii) During the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

xix) During the period covered by our audit report, the Company has not issued any debentures.

xx) The Company has not raised any money by way of public issue.

xxi) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For GUPTA VIGG & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 001393N

Place : New Delhi (CA. KAWAL JAIN)

Dated : 25.05.2011 PARTNER

Membership No.089214

---

Mar 31, 2010

1. We have audited the attached Balance sheet of HI-TECH GEARS LIMITED as at 31st March 2010 and also the Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatements. An audit includes examining, on a test basis, evidence support- ing the amounts and disclosures in the financial state- ments. 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,] issued by the Central Government of India in terms of sub-section(4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure "A" statement on the matters specified in paragraphs 4 & 5 of the said Order.

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

(i) We have obtained all the information and explana- tions, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(ii) In our opinion, proper books of accounts as required by law have been kept by the Corporation, so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agree- ment with the books of account.

(iv) In our opinion, the Balance sheet, Profit & 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 Companies Act, 1956;

(v) On the basis of the written representation received from the Director, as on 31st March 2010 and taken on record by the board of Director, we report that none of the Directors is disqualified as on 31st March 2010 from being appointed in term of requirement under Section 274(1 )(g) of the Companies Act, 1956.

(vi) 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- ing policies, and notes appearing thereon as contained in Schedule 17 give the information as required by The Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the account- ing principles generally accepted in India:

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

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date.

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

ANNEXURE "A" REFERRED TO IN PARAGRAPH 4OF THE AUDITORSREPORT ON THE ACCOUNTS OF HI-TECH GEARS LIMITED FOR THE YEAR ENDED 31s" MARCH 2010.

(I) (a) The Company has maintained proper records to show full particulars, including quantitative details and situation of all fixed assets.

(b) All the fixed assets have not been physically verified by the management during the year but there is a regular programme of verification except for furniture and fixtures and office equipments which, in our opinion, is reasonable having regard to the size of the Corporation and nature of its assets. No material discrepancies were noticed on such verification.

(c) No substantial part of Fixed Asset has been disposed off during the year.

II) (a) The Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and its nature of business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the Company is maintaining proper records of inventory. The discrepan- cies noticed on verification between the physical stocks and the book records were not material.

III) (a) The company has not granted any loans, secured or unsecured to companies, firms or other parties listed in the register maintained under section 301 of The Compa- nies Act, 1956.Hence Clause 4 (iii) (b), 4 (iii) (c) and Clause 4 (iii) (d) is not applicable.

(b)The company has not taken any loans, secured or unse- cured to companies, firms or other parties listed in the register maintained under section 301 of The Companies Act, 1956. Hence Clause 4 (iii) (f) and Clause 4 (iii) (g) is not applicable.

IV) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Corporation and the nature of its business with regard to

purchases of inventory, fixed assets and for sale of goods and services. During the course of audit, we have not observed any continuing failure to correct major weak- ness in internal control.

V) (a) Based on our audit procedure and according to information and explanation given to us by the manage- ment, we are of the opinion that the transactions that need to be entered in to the registered maintained under Section 301 of The Companies Act, 1956 have been so entered.

(b) Based on our audit procedure and according to information and explanation given to us by the manage- ment, we are of the opinion that the transaction made in pursuance of contracts and arrangements entered in the registered maintained under section 301 in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

VI) According to the information and explanation given to us, the Company has not accepted any deposits from the public, under section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

VII) In our opinion and according to the information and explanations given to us, the Company has an adequate internal audit system commensurate with the size and nature of its business.

VIII) We have broadly reviewed the books of accounts relating to materials, labour and other items of cost main- tained by the company pursuant to the rules made by the Central Government for the maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX) (a) According to the records, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax,

Wealth Tax, Sales Tax, Customs duty and Excise Duty, Cess, Service Tax have generally been deposited with the appropriate authorities. According to the information and explanation given to us, there are no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which were outstanding, as at 31st March, 2010 for a period of more than six months, from the date they became payable.

(b) According to the information and explanations given to us, no dues of Provident Fund, Investor Education and Protection Fund, Employees State Insurance Income Tax, Wealth Tax, Sales Tax, Customs duty and Excise Duty, Education Cess, Service Tax which have not been depos- ited on account of any dispute except the following:

Nature of Statute Nature Year Amount Form where

of Dues in Rs. dispute is pending

Dy. Commissioner Sales Tax 2009-10 745283.00 Commissioner

of Commercial Appeal, Ranchi

Taxes Division, Jharkhand

XThe Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

XI) Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repay- ment of dues to any financial institution and banks.

XII) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, deben- tures and other securities, during the year under audit.

XIII) In our opinion, the Company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provi- sions of clause 4(xiii) of this order are not applicable to the Company.

XIV) According to the information and explanation provided to us, we are of the opinion that the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly the provisions of clause 4(xiv) of this order are not applicable to the Company.

XV) According to the information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

XVI) The term loans have been applied for the purpose for which they were raised.

XVII) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that funds raised on short term basis have not been used for long-term investment.

XVIII) During the period covered by our audit report, the Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained u/s 301 of the Act.

XIX) During the period covered by our audit report, the Company has not issued any debentures.

XX) The Company has not raised any money by way of public issue.

XXI) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

ForGUPTAVIGG&CO.

CHARTERED ACCOUNTANTS



(CA.KAWALJAIN)

Place : New Delhi PARTNER

Dated:May 15,2010 Membership No.089214

FRN-001393N