Auditor Report of Vaswani Industries Ltd.

Mar 31, 2018

INDEPENDENT AUDITORS'' REPORT TO

THE MEMBERS OF VASWANI INDUSTRIES LTD.

RAIPUR

Report on the Financial Statements

We have audited the accompanying financial statements of VASWANI INDUSTRIES LTD. ("The Company"), which comprise Balance Sheet as at March ''31st 2018, Statement of Profit & Loss (including other comprehensive income), statement of changes in equity & Cash flow statement for the year ended then and a summary of Significant Accounting Policies and other Explanatory Information, which we have signed under reference to this report.

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 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 (Ind AS) specified under Section 133 of the Act, read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision 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 and the Order issued under section 143(11) of the Act.

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 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 in conformity with the Ind AS and other accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2018, its Profit, total comprehensive income, the changes in equity 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 paragraphs 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 & obtained all 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, statement of changes in equity and the cash flow statement dealt with this report are in agreement with the books of accounts;

d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

e) On the Basis of written representations received from the Directors as on March 31st, 2018, and taken on record by Board of Directors, two Directors are Mr. Ravi Vaswani & Pawan Kumar Jha are disqualified as on March 31st, 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'' to this report.

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 statements refer Note No. 29 to the financial statements.

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

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

On the basis of such checks as we considered appropriate and according to the information and

Explanations given to us during the course of our audit, we report that:

(i) In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of the fixed assets.

b) The major assets have been physically verified by the management on a sample basis during the year and in our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. As informed to us, no material discrepancies noticed on such verification.

c) We have inspected the original title deeds of immovable properties of the company held as fixed assets which are in the custody of the company. We have obtained third party confirmations in respect of immovable properties of the company held as fixed assets which are in the custody of third parties such as mortgages. Based on our audit procedures and the information and explanation received by us, we report that all title deeds of immovable properties of the company held as fixed assets are held in the name of the company. However, we express no opinion on the validity of the title of the company to these properties.

(ii) As explained to us and according to the information provided by the management, the inventory has been physically verified at reasonable interval during the year by the management. The discrepancies noticed on verification between physical stock and book stocks, wherever ascertained were not significant and have been properly dealt in the books of the accounts.

(iii) In our opinion and 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 or other parties covered in the register maintained under section 189 of the Companies Act 2013. Accordingly, the provisions of clause 3 (iii) (a), (b) and (c) of the Order are not applicable and hence not commented upon.

(iv) In our opinion and according to the information and explanation given to us, the company has complied with the provisions of section 185 and 186 of the act, with respect to the loans and investments made .The company has neither issued any guarantee nor has provided any security on behalf of any party.

(v) In our opinion and according to the information and explanation given to us, the Company did not receive any deposits covered under section 73 to 76 of the company Act and rules framed there under with regards to deposits accepted from the public during the year.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Rules made by the Central Government under Section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of these accounts & records with a view to determining whether they are accurate or complete.

(vii) In respect of statutory dues:

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 accounts in respect of undisputed statutory dues including provident fund, Employee State Insurance, income tax, sales tax, service tax, duty of Excise, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31st March, 2018 for a period of more than six months from the date they became payable.

b) However as per records and according to the information and explanation given to us, the following dues of sales tax, wealth tax, custom duty, excise duty, vat have not been deposited by the company with the concerned authorities on account of dispute :-

Name of the statute	Nature of the dues	Amount (Rs. In Lacs)	Period to which the amounts relate	Forum where pending
Central Excise Laws	Excise Duty	139.64	2005-06 & 2006-07	Appellate Tribunal Delhi (CESTAT)
Central Custom Laws	Custom Duty	86.02	2012-13	Appellate Tribunal Bangalore (CESTAT)
Sales tax	Entry tax, CST,& VAT	0.57 42.72 6.30	2007-08	Commissioner Appeal Sales tax Raipur.
Sales tax	Entry tax, CST,& VAT	9.71 16.23	2008-09	Commissioner Appeal Sales tax Raipur
Sales tax	Entry tax, CST,& VAT	Nil 13.21	2009-10	Commissioner Appeal Sales tax Raipur
Sales tax	Entry tax, CST,& VAT	8.85 62.31	2010-11	Commissioner Appeal Sales tax Raipur
Central Excise Laws	Excise Duty	15.74	2014-15	Appellate Tribunal Delhi (CESTAT)
Sales Tax	Entry Tax	40.18	2011-12	Commissioner Appeal Sales tax Raipur

(viii) According to the information & explanations given to us, the Company has not defaulted in repayment of the dues to financial institutions or banks or debenture holders.

(ix) Based on the information and explanations given to us and records of the company examined by us, the company has not raise money by way of further public offer (including debt instruments) and term loans during the year.

(x) According to the information and explanations given to us, no material 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 given to us and based on our examination of the records of the company, the company has paid / provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with schedule V of the act.

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

(xiii) According to the information and explanations given to us, and based on our examination of the records of the company, the transactions with the related parties are in compliance with Section 177 & 188 of the Act where applicable and details of such transactions have been disclosed in the financial statement as required by applicable accounting standards wherever required.

(xiv) According to the information and explanations given 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, hence reporting under paragraph 3(xiv) of the Order is not applicable.

(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 any non-cash transactions with directors or persons connected with him as referred to in Section 192 of the Companies Act, 2013. Accordingly, clause 3 (xv) of the order is not applicable to the Company and hence not commented upon.

(5) (xvi) According to the information and explanations given to us, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

[Referred to in paragraph 2 (F) under "Report on Other Legal and Regulatory Requirements" of our Report of even date to the members.

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 VASWANI INDUSTRIES LTD(''the Company'') as of 31 March 2018 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 the 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 were 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 auditors'' 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 the 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 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, AMITABH AGRAWAL & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO.006620C

MANISH KUMAR SAHU

(Partner)

M.NO.423562

PLACE: RAIPUR (C.G.)

DATED: 30^th May, 2018

---

Mar 31, 2015

We have audited the accompanying standalone financial statements of Vaswani Industries Ltd ("the Company"), which comprise the Balance Sheet as at March 31, 2015, 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, which we have signed under reference to this report.

Management''s Responsibility for the Standalone 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 standalone 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 standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company''s Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 2015 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

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

Note No.30 to the financial statements which describes regarding certain disclosure relating to Micro / Small / Medium Enterprises.

Note No.31 to the financial statements which describe gratuity calculation is not as prescribed in AS 15.

Our opinion is not qualified / modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor''s 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, to the extent applicable.

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

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.

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;

In our opinion the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

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

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

The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note no 36 to the financial statements

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

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

ANNEXURE TO THE AUDITORS'' REPORT

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

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

b) The major assets have been physically verified by the management on a sample basis during the year and in our opinion, the frequency of verification is reasonable having regard to the size of the company and the nature of its assets. As informed to us, no material discrepancies noticed on such verification.

ii ) a) The inventory has been physically verified by the management during the year and in our opinion, the frequency of verification is reasonable.

b) In our Opinion and according to the Information and explanations given to us, 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 its business.

c) In our opinion the company has maintained proper records of inventory. The discrepancies noticed on verification between physical stocks and book records were not material in relation to the operations of the company and have been properly dealt with in the books of accounts.

iii) The Company has granted unsecured loan to one company covered in the register maintained under section 189 of the Companies Act, 2013.

a) The Loan granted is Interest Free and repayable on demand.

b) Since the loan granted is repayable on demand, hence question of overdue does not arise.

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 the purchase of inventory, fixed assets and with regard to the sale of goods & services. Further, on the basis of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, we have neither come across nor have we been informed of any instances of major weakness in the aforesaid internal control procedures.

v) Based on our scrutiny of the company''s records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any loans or deposits which are ''deposits'' within the meaning of Rule 2(b) of Companies (Acceptance of Deposit''s) Rules,2014.

vi) We have broadly reviewed the records maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act 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.

vii) a) On the basis of our examination of records and according to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, vat, cess and other statutory dues with the appropriate authorities,except in certain cases where dues have been deposited after due date along with Interest charged thereon and there are no undisputed statutory dues as above which are outstanding at the last day of the financial year concerned for a period of six months from the date they become payable except wealth tax amounting to Rs 0.20 Lacs.

b) However as per records and according to the information and explanation given to us, the following dues of sales tax, wealth tax, custom duty, excise duty, vat have not been deposited by the company with the concerned authorities on account of dispute :

Name of the statute Nature of the dues Amount (Rs. In Lacs)

Central Excise Laws Excise Duty 44.16

Central Excise Laws Excise Duty 139.64

Central Excise Laws Excise Duty 49.72

Central Excise Laws Excise Duty 2.58

Central Excise Laws Excise Duty 1.56

0.53

Central Excise Laws Excise Duty 33.27

13.96

9.13

Central Custom Laws Custom Duty 86.02

Sales tax Entry tax, CST,& 0.57

VAT 42.72

6.30

Sales tax Entry tax, CST,& 9.71

VAT 16.23

Name of the statute Period to which Forum where pending the amounts relate

Central Excise Laws 2005-06 & 2006-07 Additional Commissioner, Central Excise ,Raipur (C.G)

Central Excise Laws 2005-06 & 2006-07 Appellate Tribunal Delhi (CESTAT)

Central Excise Laws 2004-09 Appellate Tribunal Delhi (CESTAT)

Central Excise Laws 2008-09 & 2009-10 Appellate Tribunal Delhi (CESTAT)

Central Excise Laws 2012-13 & 2013-14 Asst. Commissioner, Central Excise ,Raipur (C.G)

Central Excise Laws 2008-09 to 2012-13 Additional Commissioner, Central Excise ,Raipur (C.G)

Central Custom Laws 2012-13 Appellate Tribunal Bangalore (CESTAT)

Sales tax 2007-08 Commissioner Appeal Sales tax Raipur.

Sales tax 2008-09 Commissioner Appeal Sales tax Raipur



c) According to information and explanation provided by the management, there was no amount required to be transferred to investor education and protection fund in accordance with relevant provisions of the Companies Act,1956(1of 1956) and rules made there under.

The Company has neither accumulated losses as at the end of the financial year nor it has any cash loss either during the current financial year or in the immediately preceding financial year.

In our opinion and according to the information and explanations given to us and as per the books and records examined by us, the company has not defaulted in repayment of dues to a financial institution or bank.

As informed to us by the Management of the Company, the company has not given any guarantee for loans taken by others from banks or financial institutions. The term loans obtained by the company have been applied for the purpose for which they were raised.

During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India, we have neither come across any instance of fraud on or by the Company, noticed and reported during the year, nor have we been informed of such case by the Management.

For, SUNIL JOHRI & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 005960C PLACE: RAIPUR (C.G.) DATED: 30.05.2015 SUMIT BANERJEE PARTNER MEMBERSHIP NO: 411114

---

Mar 31, 2014

We have audited the accompanying financial statements of VASWANI INDUSTRIES LTD ("the Company"), which comprise the Balance Sheet as at March 31, 2014, 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, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under ''the Companies Act, 1956'' of India (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, subject to note given below, 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 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 including 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.

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 purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books

c. the Balance Sheet, 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, subject to point no. 3 given below 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 211of the companies Act, 1956 read with general circular 15/2013 dated 13th Spetember2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013 and

e. On the basis of written representations received from all 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.

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.

3. Attention of the members is drawn to the following Notes:-

a. Note No.31 of Notes on financial statements regarding certain disclosure relating to Micro / Small / Medium Enterprises.

b. Note No.32 of Notes on financial statements regarding gratuity calculation.

ANNEXURE TO THE AUDITORS'' REPORT

i. 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 fixed assets have been physical verified by the management with a phased program over a period of three year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No serious discrepancies were noticed on such verification conducted during the year as compared with the books records.

c.) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the Company and such disposal has, in our opinion, not affected the going concern status of the Company.

ii. a.) As explained to us, the inventory (excluding stocks with third parties) has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b.) The procedure of physical verification of inventories followed by the management are reasonable, so as to cover all inventories in a phased manner during the year, and adequate in relation to the size of the company and nature of its business.

c.) The company is maintaining proper records of inventory. No material discrepancy was found during the course of physical verification.

iii. a) The Company has granted unsecured loans to companies, firms or other parties listed in the Registers maintained U/S 301 of the Companies Act 1956 The total no. of Party are 1 and maximum amount outstanding during the year aggregates to 4.75 lakhs and year end balances in these accounts together was 4.75 lakhs.

b) In our opinion & according to the information given to us the rate of interest & terms & condition of the loan given by the company are prejudicial to the interest of the company.

c) There is no stipulation up on the company whom loan is given hence question of irregularity in the receipt of the principal amount & interest thereon does not arise.

d) There is no stipulation up on the company whom loan is given hence, question of overdue amount more than Rs.1lakh does not arise.

e) Company has accepted unsecured loans from the parties covered in the Register maintained U/s 301 of the companies Act, 1956. The total no. of Party are 5 and maximum amount outstanding during the year aggregates to 379.53 lakhs and year end balances in these accounts together was 340.02 lakhs.

f) In our opinion & according to the information given to us the rate of interest & terms & condition of the loan taken by the company are not prejudicial to the interest of the company.

g) In our opinion & according to the information given to us there is no such stipulation up on the company regarding the payment of the loan taken from above party so the question related to regularity in payment of principal will not arise.

h) There is no stipulation up on the company to repay the loan hence the question of overdue amount not arises.

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

v. a. According to the information and explanation given to us, we are of the opinion that the transaction that needs to be entered into the register maintained U/s 301 of the companies Act, 1956 has been so entered.

b. In our opinion and accordingly to the information and explanation give to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of 5.00 Lacs (Rupees Five Lacs) in respect of any party during the year have been made at price, which are reasonable having regard to prevailing market price at the relevant point of time.

vi. Based on our scrutiny of the company''s records and according to the information and explanation provided by the management, in our opinion, the company has not accepted any loans or deposits which are ''deposits'' within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposit''s) Rules, 1975.

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

viii. According to the information and explanation given to us maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, such accounts and records has been made and maintained by the company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. a) On the basis of our examination of records and according to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it and there are no undisputed statutory dues as above which are outstanding as at the last day of the financial year concerned for a period of six months from the date they become payable.

b) As at 31st March 2014, according to the records of the Company and the information and explanations given to us, the following are the statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:-

Name of the statute Nature of the Amount (Rs. In dues Lacs)

Central Excise Laws Excise Duty 44.16

Central Excise Laws Excise Duty 139.64

Central Excise Laws Excise Duty 49.72

Central Excise Laws Excise Duty 2.58

Sales tax Entry tax, CST,& 0.57 VAT 42.72

6.30

Sales tax Entry tax, CST,& 9.71 VAT 16.23

Name of the statute Period to which the Forum where pending amounts relate

Central Excise Laws 2005-06 & 06-07 Additional Commissioner, Central Excise ,Raipur (C.G)

Central Excise Laws 2005-06 & 06-07 Appellate Tribunal Delhi (CESTAT)

Central Excise Laws 2004-09 Appellate Tribunal Delhi (CESTAT)

Central Excise Laws 2008-09 & 09-10 Appellate Tribunal Delhi (CESTAT)

Sales tax 2007-08 Commissioner Appeal Sales tax Raipur. Sales tax 2008-09 Commissioner Appeal Sales tax Raipur x. The company has no accumulated losses and has incurred cash losses during the financial year covered by our audit and no cash loss in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of the dues to a financial institution, bank or debenture holders.

xii. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures & other securities.

xiii. The company is not a Chit Fund or a Nidhi / Mutal benefit fund / Society. Therefore, the provision of clause 4 (xiii) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4 (xiv) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xv. As explained to us the company has not given guarantees for loan taken by other from bank or financial institutions.

xvi. According to the information and explanation given to us, the company has availed / utilized term loans and had applied for the purpose for which the loans were obtained.

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 no funds raised on short term basis have been used for long term investment.

xviii. According to the information and explanation given to us, the company has made preferential allotment of shares to parties covered in the register maintained U/s 301 of the Act.

xix. The company does not have any issued debentures.

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

xxi. According to the information & explanation given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

For SUNIL JOHRI & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 005960C

(SUNIL JOHRI) RAIPUR, 30th MAY 2014 PARTNER Mem. No.74654

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of of VASWANI INDUSTRIES LTD ("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 Statements

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

Auditor''s Responsibility

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

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

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

Opinion

In our opinion, subject to note given below, 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 loss 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 including 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.

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 purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books

c. the Balance Sheet, 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, subject to point no. 3 given below 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 211of the companies Act, 1956.

e. On the basis of written representations received from all 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.

3. Attention of the members is drawn to the following Notes:-

a. Note No.31 of Notes on financial statements regarding certain disclosure relating to Micro / Small / Medium Enterprises.

b. Note No.32 of Notes on financial statements regarding gratuity calculation.

ANNEXURE TO THE AUDITORS'' REPORT

i. 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 fixed assets have been physical verified by the management with a phased programme over a period of three year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No serious discrepancies were noticed on such verification conducted during the year as compared with the books records.

c.) Fixed assets has not been disposed off during the year.

il. a.) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b.) The procedure of physical verification of inventories followed by the management are reasonable, so as to cover all inventories in a phased manner during the year, and adequate in relation to the size of the company and nature of Its business.

c.) The company is maintaining proper records of inventory. No material discrepancy was found during the course of physical verification.

iii. a) The Company has granted unsecured loans to companies, firms or other parties listed in the Registers maintained U/S 301 of the Companies Act 1956 The total no. of Party are 1 and maximum amount outstanding during the year aggregates to 4.75 lakhs and year end balances in these accounts together was 4.75 lakhs.

b) In our opinion & according to the information given to us the rate of interest & terms & condition of the loan given by the company are prejudicial to the interest of the company.

c) There is no stipulation up on the company whom loan is given hence question of irregularity in the receipt of the principal amount & interest thereon does not arise.

d) There is no stipulation up on the company whom loan is given hence, question of overdue amount more than Rs. llakh does not arise.

e) Company has not accepted unsecured loans from the parties covered in the Register maintained U/s 301 of the companies Act, 1956. Other information in respect of loan taken is not applicable.

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

v. a. According to the information and explanation given to us, we are of the opinion that the transaction that needs to be entered into the register maintained U/s 301 of the companies Act, 1956 has been so entered.

b. In our opinion and accordingly to the information and explanation give to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of 5.00 Lacs (Rupees Five Lacs) in respect of any party during the year have been made at price, which are reasonable having regard to prevailing market price at the relevant point of time.

vi. Based on our scrutiny of the company''s records and according to the Information and explanation provided by the management, in our opinion, the company has not accepted any loans or deposits which are ''deposits'' within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposit''s) Rules, 1975.

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

viii. According to the information and explanation given to us maintenance of cost records has been prescribed by the Central

Government under clause (d) of sub-section (1) of section 209 of the Act, such accounts and records has been made and maintained by the company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. a.) On the basis of our examination of records and according to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund. Investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it and there are no undisputed statutory dues as above which are outstanding as at the last day of the financial year concerned for a period of six months from the date they become payable.

b). As at 31st March 2013, according to the records of the Company and the information and explanations given to us, the following are the statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:-

Name of the statute Nature of the Amount (Rs. the amounts Forum where pending dues In Lacs) relate

Central Excise Laws Excise Duty 44.16 2005-06 & 06-07 Additional Commissioner, Central Excise , Raipur (C.G)

Rejected From CESTAT- Delhi

Central Excise Laws Excise Duty 139.64 2005-06 & 06-07 (order dt- 04.04.2012) and yet to be filed in High Court.

Central Excise Laws Excise Duty 49.72 2004-09 Stay in CESTAT

Central Excise Laws Excise Duty 3.17 2005-08 Stay in CESTAT

Central Excise Laws Excise Duty 2.58 2008-09 & 09-10 Stay in CESTAT

Sales tax CST''& 42-72 2007-08 Appeal Is sales tax authorities. Sales tax CST''& 2008-09 Appeal is sales tax authorities.

x. The company has no accumulated losses and has incurred cash losses during the financial year covered by our audit and no cash loss in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted In epayment of the dues to a financial institution, bank or debenture holders.

xii. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures & other securities.

xiii. The company is not a Chit Fund or a Nidhi / Mutal benefit fund / Society. Therefore, the provision of clause 4 (xlii) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xlv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments.

Accordingly, the provision of clause 4 (xlv) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xv. As explained to us the company has not given guarantees for loan taken by other from bank or financial institutions.

xvl. According to the information and explanation given to us, the company has availed / utilized term loan during the year and had applied for the purpose for which the loan was obtained.

xvli. According to the information and explanation given to us and on 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.

xviii. According to the Information and explanation given to us, the company has made preferential allotment of shares to parties covered in the register maintained U/s 301 of the Act.

xix. The company does not have any issued debentures.

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

xxi. According to the information & explanation given to us, no frauds on or by the company has been noticed or reported during the course of our audit. For SUNIL JOHRI & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO. 005960C

(SUNIL JOHRI)

RAIPUR, 30th MAY 2013

PARTNER Mem. No.74654

---

Mar 31, 2012

We have audited the attached Balance Sheet of VASWANI INDUSTRIES LTD. ('The Company'), as at 31st 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.

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 that 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.

As required by the Companies (Auditor's Report) order, 2003 Including 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.

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

1. We have obtained all the Information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

2. 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

3. The Balance sheet. Profit & loss Account and Cash Flow Statement dealt with this report are In agreement with the books of account.

4. In our opinion, subject to point no. 6 given below 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 211of the companies Act, 1956.

5. Based on the written representations made by all the Directors and taken on records by the Board, Director of the company do not prlma fade have any disqualification as referred to In clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. Attention of the members Is drawn to the following Notes:-

Note No.31 of Notes on financial statements regarding certain disclosure relating to Micro / Small / Medium Enterprises.

Note No.32 of Notes on financial statements regarding gratuity calculation.

7. In our opinion subject to point no. 6 and to the best of our Information and according to the explanations given to us, and the books and records examined by us In the normal course of audit, the said accounts, read together with notes on financial statements and Significant Accounting Policies appearing In Annexure -1 give a true and fair view In conformity with the accounting principles generally accepted In India.

I. In case of Balance Sheet, of the state of affairs of the company as at 31st March1 2012

II. In case of Profit & Loss Account, of the Profit of the company for the year ended on that date.

III. In case of Cash Flow Statement, of the Cash Flow of the company for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

I. 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 fixed assets have been physical verified by the management with a phased program over a period of three year, which In our opinion. Is reasonable having regard to the size of the company and the nature of Its assets. No serious discrepancies were noticed on such verification conducted during the year as compared with the books records.

c.) Fixed assets disposed off during the year were not substantial to affect Going Concern assumption of the Company.

II. a.) As explained to us, the Inventory has been physically verified during the year by the management. In our opinion, the frequency of verification Is reasonable.

b.) The procedure of physical verification of Inventories followed by the management are reasonable, so as to cover all Inventories In a phased manner during the year, and adequate In relation to the size of the company and nature of Its business.

c.) The company Is maintaining proper records of Inventory. No material discrepancy was found during the course of physical verification.

III. a) The Company has granted unsecured loans to companies, firms or other parties listed In the Registers maintained U/S 301 of the Companies Act 1956 The total no. of Party are 6 and maximum amount outstanding during the year aggregates to 655.82 lakhs and year end balances In those accounts together was 4.75 lakhs.

b) In our opinion & according to the Information given to us the rate of Interest & terms & condition of the loan given by the company are not prejudicial to the Interest of the company.

c) As explained to us there Is no Irregularity In the receipt of the principal amount & Interest thereon.

d) There Is no overdue amount of loan granted to parties covered In the register maintained U/S 301 of Companies Act 1956,so the question of overdue amount more than Rs. 1 lakh does not arise.

e) Company has accepted unsecured loans from the parties covered In the Register maintained U/s 301 of the companies Act, 1956.The total no. of party are 2 and maximum amount outstanding during the year aggregates to 85.00 Lacs and year end balance In those accounts together was NIL.

f) In our opinion & according to the Information given to us the rate of Interest & terms & condition of the loan taken by the company are not prejudicial to the Interest of the company.

g) As explained to us there Is no such stipulation upon the company regarding the payment of the loan taken by the above party So the question relating to the regularity In payment of principle will not arise.

h) As stated above there Is no stipulation upon the company to repay the loan hence the question of overdue amount does not arise at all.

IV. In our opinion and according to the Information and explanation give to us, there are adequate Internal control procedures commensurate with the size of the company and nature of Its business with regard to purchase of Inventory, fixed assets and with regard to sale of goods.

During the course of our audit, we have not observed any major weakness In Internal control system.

V. a. According to the Information and explanation given to us, we are of the opinion that the transaction that needs to be entered Into the register maintained U/s 301 of the companies Act, 1956 has been so entered.

b. In our opinion and accordingly to the Information and explanation give to us, the transactions made In pursuance of contracts or arrangements entered In the register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of 5.00 Lacs (Rupees Five Lacs) In respect of any party during the year have been made at price, which are reasonable having regard to prevailing market price at the relevant point of time.

VI. Based on our scrutiny of the company's records and according to the Information and explanation provided by the management. In our opinion, the company has not accepted any loans or deposits which are 'deposits' within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposit's) Rules, 1975.

VII . In our opinion, the company has an Internal audit system commensurate with the size and nature of Its business.

VIII. According to the Information and explanation given to us maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act, such accounts and records has been made and maintained by the company. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

IX. a.) On the basis of our examination of records and according to the Information and explanation given to us, the company Is regular In depositing with appropriate authorities undisputed statutory dues Including provident fund. Investor education & protection fund, employees state Insurance, Income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to It and there are no undisputed statutory dues as above which are outstanding as at the last day of the financial year concerned for a period of six months from the date they become payable.

b.) As at 31st March 2012, according to the records of the Company and the Information and explanations given to us, the following are the statutory dues which have not been deposited with the concerned authorities on account of dispute are given below

Period to which Name of the statute Nature of the Amount (Rs. In Lacs) the amounts Forum where relate pending

Central Excise Laws Excise Duty 44.16 2005-06 & 06-07 Additional Commissioner, central, Excise, Raipur (C.G)

Rejected From CESTAT- Delhi (order Central Excise Laws Excise Duty 139.64 2005-06 & 06-07 dt-04.04.2012) and yet to be filed In High Court.

Central Excise Laws Excise Duty 49.72 2004-09 Stay In CESTAT

Central Excise Laws Excise Duty 3.17 2005-08 Stay In CESTAT

Central Excise Laws Excise Duty 2.58 2008-09 & 09-10 Stay in CESTAT

Income Tax Penalty 1.01 2005-06 Commissioner Appeal Income Raipur (C.G)

Sales tax Entry tax, 0.57 CST, & VAT 42.72 2007-08 Appeal is sales tax authorities. 6.30

x. The company has no accumulated losses and has not Incurred any cash losses during the financial year covered by our audit.

xi. In our opinion and according to the Information and explanations given to us, the company has not defaulted In repayment of the dues to a financial Institution, banks.

xii. In our opinion and according to the Information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures & other securities.

xiii. The company is not a Chit Fund or a Nidhi / Mutal benefit fund / Society. Therefore, the provision of clause 4 (xiii) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xiv. In our opinion, the company Is not dealing In or trading In shares, securities, debentures and other Investments. Accordingly, the provision of clause 4 (xlv) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xv. As explained to us the company has not given guarantees for loan taken by other from bank or financial Institutions.

xvi. According to the Information and explanation given to us, the company has availed / utilized term loan during the year and had applied for the purpose for which the loan was obtained.

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 no funds raised on short term basis have been used for long term investment.

xviii. According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties covered In the register maintained U/s 301 of the Act.

xix. The company does not have any issued debentures.

xx. Based on our audit procedures and on the information and explanations given to us, the management has disclosed on the end use of money raised by public Issue and the same has been duly verified.

xxi. According to the Information & explanation given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

For SUNIL JOHRI & ASSOCIATES

CHARTERED ACCOUNTANTS

FIRM REG. NO. 005960C

(SUNIL JOHRI)

RAIPUR PARTNER

26th MAY 2012 Mem. No.74654

---

Mar 31, 2010

We have audited the attached Balance Sheet of VASWANI INDUSTRIES LTD.("The Company"), 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.

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 that 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.

As required by the Companies (Auditors Report) order, 2003 including 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.

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

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

2. 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

3. The Balance sheet, Profit & loss Account and Cash Flow Statement dealt with this report are in agreement with the books of account.

4 In our opinion, subject to point no. 6 given below 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.

5 Based on the written representations made by all the Directors and taken on records by the Board, Director of the company do not prima facie have any disqualification as referred to in clause (g) of sub-section (1). of section 274 of the Companies Act, 1956

6. Attention of the members is drawn to the following in schedule - R.

a. Note No.6 of Notes to accounts regarding certain disclosure relating to Micro / Small / Medium Enterprises

7. In our opinion and to the best of our information and according to the explanations given to us, and the books and records examined by us in the normal course of audit, the said accounts read together with other notes on accounts and Accounting Policies appearing in Schedule- "R "give a true and fair view in conformity with the accounting principles generally accepted in India.

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

ii. In case of Profit & Loss Account, of the Profit of the company for the year ended on that date.

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

ANNEXURE TO THE AUDITORS REPORT REFFERED TO IN PARAGRAPH (3) OF OUR REPORT OF EVEN DATE ON THE ACCOUNT OF VASWANI INDUSTRIES LTD. FOR THE YEAR ENDED ON 31-03-2010.

i 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 fixed assets have been physical verified by the management with a phased programme over a period of three year, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No serious discrepancies were noticed on such verification conducted during the year as compared with the books records.

c.) Fixed assets disposed off during the year were not substantial to affect Going Concern assumption of the Company.

ii. a.) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

b.) The procedure of physical verification of inventories followed by the management are reasonable, so as to cover all inventories in a phased manner during the year, and adequate in relation to the size of the company and nature of its business.

c.) The company is maintaining proper records of inventory. No material discrepancy was found during the course of physical verification.

iii. a) The Company has granted unsecured loans to companies, firms or other parties listed in the Registers maintained U/S 301 of the Companies Act 1956 The total no. of Party are two and maximum amount outstanding during the year aggregates to Rs. 69400/- and year end balances in those accounts together was Rs. 69400/-

b) In our opinion & according to the information given to us the rate of interest & terms & condition of the loan given by the company are prejudicial to the interest of the company.

c) As explained to us there is no irregularity in the receipt of the principal amount & interest thereon.

d) Since the loan amount is not exceeding to Rs. 1 lacs, so the question of over due amount is more than 1 lacs does not arises. Company has accepted unsecured loans from the parties covered in the Register maintained U/s 301 of the companies Act, 1956.

The total No. of party are 8 and maximum amount outstanding during the year aggregates to Rs. 2814.03 Lacs and year end balance in those accounts together was Rs. 473.01 Lacs

e. In our opinion & according to the information given to us the rate of interest & terms & condition of the loan taken by the company are not prejudicial to the interest of the company.

f. As explained to us there is no such stipulation upon the company regarding the payment of the loan taken by the above party. So the question relating to the regularity in payment of principle will not arise.

g. As stated above there is no stipulation upon the company to repay the loan hence the question of overdue amount does not arise at all.

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

v. a. According to the information and explanation 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 accordingly to the information and explanation give to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained U/s 301 of the Companies Act, 1956 and exceeding the value of Rs. 5.00 Lacs (Rupees Five Lacs) in respect of any party during the year have been made at price, which are reasonable having regard to prevailing market price at the relevant point of time.

vi. Based on our scrutiny of the companys records and according to the information and explanation provided by the management, in our opinion, the company has not accepted any loans or deposits which are deposits within the meaning of Rule 2 (b) of the Companies (Acceptance of Deposits) Rules, 1975.

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

viii. We have broadly reviewed the records maintained by the company pursuant to the order by the central Government under section 209(l)(d) of the Companies Act, 1956 , for the maintenance of Cost Records in respect of the products of the Company and are of the opinion that prima facie, the prescribed accounts and records have been made & maintained.

ix a.) On the basis of our examination of records and according to the information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education & protection fund, employees state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues applicable to it and there are no undisputed statutory due as above which

b). As at 31st March 2010, according to the records to the Company and the information and explanations given to us, the following are the statutory dues which have not been deposited with the concerned authorities on account of dispute are given below:-

Period to Name of the Nature of Amount which the Forum where pending statute the dues (Rs. In Lacs) amounts relate

Sales Tax Law Sales Tax 2.56 2005-06 The ACIT Appeals, (States) Sales Tax , Raipur (C.G)

Sales Tax Law Entry Tax 1.03 2005-06 The ACIT Appeals, (States) Sales Tax Raipur (C.G)

Central Excise Excise Duty 139.64 2005-06 & CESTAT-Delhi Laws 06-07

Add. Commissioner Central Excise Excise Duty 49.72 2004-09 Central Excise, Laws Raipur(C.G)

Commissioner Appeal Central Excise ExciseDuty 3.17 2005-08 Central Excise, Raipur Laws (CG)

x. The company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of the dues to a financial institution, banks.

xii. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the company on the basis of security by way of pledge of shares, debentures & other securities.

xiii. The company is not a Chit Fund or a Nidhi / Mutal benefit fund / Society. Therefore, the provision of clause 4 (xiii) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xiv. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provision of clause 4 (xiv) of the companies (Auditors Report) Order 2003 are not applicable to the company.

xv. As explained to us the company has not given guarantees for loan taken by other from bank or financial institutions.

xvi. According to the information and explanation given to us, the company has availed / utilized term loan during the year and had applied for the purpose for which the loan was obtained.

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 no funds raised on short term basis have been used for long term investment. No long term funds have been used to finance short term assets.

xviii According to the information and explanation given to us, the company has not made any preferential allotment of shares to parties covered in the register maintained U/s 301 of the Act.

xix. The company does not have any issued debentures.

xx. During the year, the company has not raised money by way of public issue,

xxi. According to the information & explanation given to us, no frauds on or by the company has been noticed or reported during the course of our audit.

For, SUNIL JOHRI & ASSOCIATES CHARTERED ACCOUNTANTS FIRM REG. NO. 005960C

(SUNIL JOHRI) PARTNER Membership No.74654

PLACE: RAIPUR DATED: 30/08/2010