Auditor Report of TSL Industries Ltd.

Mar 31, 2014

We have audited the attached Balance Sheet of TSL INDUSTRIES LIMITED, as at 31st March, 2014 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements bases on our audit.

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

As required by the Companies (Auditor''s Report) Order 2003 issued by the central Government of India in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

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

(d) In our opinion and to the best of our information the said Balance Sheet and Profit & Loss Account and cash flow statement comply with the Accounting standard referred to in section 211(3c) of the companies act, 1956.

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

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014 and

ii. In so far as it relates to the Profit & Loss Account of the Profit of the company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

i) In respect of its fixed assets

1. The fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification as compared with the available records.

2. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

3. The Fixed Assets of the company have been disposed off during the year .

ii) In respect of inventory of raw material, stores and operating supplies:

a. The stock of finished goods, and raw materials have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable,

b. The procedure followed by the management for physical verification of stocks is reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the books records have been appropriately dealt with in the books of accounts.

iii) There is no loans, secured and unsecured, taken by the company to/from companies, firm or other parties covered in the register maintained u/s. 301 of the Co. Act, 1956.

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

v) We are informed that there is no transaction taken place with company, firm or party to be listed in the register referred to the section 301 of the Companies Act, 1956 and hence we have no comments to offer in respect of clause 4(v) (a) of the Companies (Auditor''s Report) Order 2003. -

vi) In our opinion and according to the information and explanations given to us, the provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of deposits) Rules, 1957 are not applicable as the company has not accepted and deposits from the public.

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

viii) The Provisions of section 209(l)(d) of the Companies Act, 1956 regarding the maintenance of cost records are not applicable to the company.

ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, Wealth Tax, Service Tax and other material statutory dues applicable to it.

x) In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debentures and other securities.

xi) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xii) In our opinion, the company is not a chit or a nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(iii) of the companies (Audit Report) order, 2003 are not applicable to the company.

xiii) The company is not dealing in shares, securities, debentures and other investment except in the nature of long term investment.

xiv) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions and hence we have no comments to offer in respect of clause 4(xv) of the Companies (Audit Report) order 2003.

xv) The company has not raised any term loans during the year and there are no loans outstanding.

xvi) According to the information and explanations given to us, and an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to fiance short term assets excepts permanent working capital.

xvii) The company has not issued shares during the year and hence we have no comments to offer in respect of clause 4(xviii) of the companies (Audit Report) order, 2003.

xviii) The company has not issued any debentures during the year nor there is any outstanding as on 31st March 2014.

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

xx) Company has not incurred any loss during current year.

The other clauses of CARO(2003) are not applicable to the Company of the year under

Mukesh M Chokshi & Co Chartered Accountants

Dated : 01/09/2014 Place :Mumbai Sd/- Mukesh Chokshi Proprietor MEM.NO : 31751

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Mar 31, 2012

1. We have audited the attached Balance Sheet of TSL Industries Limited as at 31st March, 2012 and the related Profit and Loss Account and Cash Flow Statement for the year ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

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

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

b) In our opinion, proper Books of Accounts as required by law, have been kept by the Company so far as appears from our examination of those Books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this Report are in agreement with the Books of Account;

d) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

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

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

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

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

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

ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED ON 31st MARCH, 2012

i) In respect of its fixed assets

1. The fixed assets have been physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification as compared with the available records.

2. The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

3. The Fixed Assets of the company have been disposed off during the year .

ii) In respect of inventory of raw material, stores and operating supplies:

a. The stock of finished goods, and raw materials have been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

b. The procedure followed by the management for physical verification of stocks is reasonable and adequate in relation to the size of the company and the nature of its business.

c. The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stock and the books records have been appropriately dealt with in the books of accounts.

iii) There is no loans, secured and unsecured, taken by the company to/from companies, firm or other parties covered in the register maintained u/s. 301 of the Co. Act, 1956.

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

v) We are informed that there is no transaction taken place with company, firm or party to be listed in the register referred to the section 301 of the Companies Act, 1956 and hence we have no comments to offer in respect of clause 4(v) (a) of the Companies (Auditor's Report) Order 2003.

vi) In our opinion and according to the information and explanations given to us, the provisions of section 58-A of the Companies Act, 1956 and Companies (acceptance of deposits) Rules, 1957 are not applicable as the company has not accepted and deposits from the public.

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

viii) The Provisions of section 209(1)(d) of the Companies Act, 1956 regarding the maintenance of cost records are not applicable to the company.

ix) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Income-Tax, Wealth Tax, Service Tax and other material statutory dues applicable to it.

x) In our opinion and according to the information and explanations given to us, the company has not default in repayment of dues to a financial institution, bank or debentures and other securities.

xi) According to the information and explanations given to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debenture and other securities.

xii) In our opinion, the company is not a chit or a nidhi mutual benefit fund/ society. Therefore the provisions of clause 4(iii) of the companies (Audit Report) order, 2003 are not applicable to the company.

xiii) The company is not dealing in shares, securities, debentures and other investment except in the nature of long term investment.

xiv) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions and hence we have no comments to offer in respect of clause 4(xv) of the Companies (Audit Report) order 2003.

xv) The company has not raised any term loans during the year and there are no loans outstanding.

xvi) According to the information and explanations given to us, and an overall examination of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment. No long term funds have been used to fiance short term assets excepts permanent working capital.

xvii) The company has not issued shares during the year and hence we have no comments to offer in respect of clause 4(xviii) of the companies (Audit Report) order, 2003.

xviii) The company has not issued any debentures during the year nor there is any outstanding as on 31st March 2012.

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

xx) Company has not incurred any loss during current year.

The other clauses of CAR0(2003) are not applicable to the Company of the year under



Mehul & Associates Chartered Accountants

Dated : 31-08-2012

Place :Mumbai Sd/-

Mehul Doshi

Proprietor

MRN : 103311

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s. TSL INDUSTRIES LTD., as at 31st March, 2009 and the annexed Profit and Loss Account and cash flow statement for the year ended on that date. These financial statements are the responsibility of the Company''s Management. Our responsibility is to express an opinion on these financial statements bases on our audit.

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

As required by the Companies (Auditor''s Report) Order 2003 issued by the central Government of India in terms of section 227 (4A) of the Companies Act, 1956 we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

(b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examination of such books.

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

(d) In our opinion and to the best of our information the said Balance Sheet and Profit & Loss Account and cash flow statement comply with the Accounting standard referred to in section 211(3c) of the companies act, 1956.

(e) On the basis of written representations received from the directors, as on 31st, March, 2009 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted in India:-

i. In so far as it relates to the Balance Sheet, of the state of affairs of the Company as at 31st March, 2009 and

ii. In so far as it relates to the Profit & Loss Account of the Loss of the company for the year ended on that date.

iii. In the case of the cash flow statement, of the cash flow for the year ended on that date.

ANNUEURE TO THE AUDITRORS REPORT FOR THE YEAR ENDED ON 31ST MARCH, 2009

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

(b) As explained to us, all the fixed assets have been physically verified by the management according to the regular program which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies with respect to book records were noticed on such verification.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) As explained to us, physical verification of inventory has been conducted by the management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

(b) In our opinion, the procedure 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 the 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.

(iii) The Company has not granted nor taken any loans - secured or unsecured to / from companies, firm or other parties as listed in the register maintained under section 301 of the Companies Act 1956.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. Further on the basis of our examination of the books and records of the company, carried out in accordance with the auditing standards generally accepting in India, we have not observed any continuing failure to correct major weaknesses in the foresaid internal control procedure.

(v) (a) According to the information and explanations given to us we are of the opinion that the transaction that need to be entered into the register maintained u/s. 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, no transactions of purchase and sale of goods materials and services, made in pursuance of contracts or arrangements to be entered into the register maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5 lacs in respect of any party.

(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposit within the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules 1975.

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

(viii) We have broadly reviewed the books of account maintained by the company pursuant to the order 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 facia the prescribed accounts and records have been made and maintained.

(ix) (a) According to the records of the Company, and as explained to us, the company is regular in depositing with the appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Provident Fund.

Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Cess, and other statutory dues to the extent applicable to it.

(b) According to the information and explanations given to us there are no undisputed amounts payable in respect of income tax, wealth tax, custom duty, excise duty and cess were outstanding as at 31st march, 2009 for a period of more than six months from the date they become payable.

(x) The company has not incurred any loss during the year but it has accumulated loss as at 31-03-2009.

(xi) The company never took any loan from any financial institution and bank since the date of its inception. The company has also not incurred any cash loan in the any of the year since its inception.

(xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debenture and other securities, it is not required to maintain records in respect thereof.

(xiii) In our opinion, the company is neither a chit fund nor nidhi/ mutual benefit fund/ society and hence clause 4 (xiii) of the Order is not applicable.

(xiv) Based on our examination of the records, we are of the opinion that the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xv) The Company has not taken any term loan from anybody.

(xvi) According to the information and explanations given to us and on an over all examination of the balance sheet of the company we report that the funds raised on short term basis have not been used for long term investment.

(xvii) During the year the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xviii) During the year the company has not issued any debenture.

(xix) During the year under review no money was raised by public issue.

(xx) During the course of examination of the books and records of the company, carried out in accordance with auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company, noticed or reported during the year nor have been informed of such case by the management.

For M. Raghunath & Co.

Chartered Accountants

Sd/-

Place :- Kolkata Surendra Joshi

Dated :- 31-08-2009 Partner

M.Ship.No. 056282