Auditor Report of Wagend Infra Venture Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Wagend Infra Venture Limited ("the Company"), which comprises of Balance Sheet as at 31st March, 2015, the statement of Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Sub-Section (5) of Section 134 of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements to give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards prescribed in Section 133 of the Act, read with Rule 7 of the Companies Accounts (Rule), 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 a judgment and estimates that are reasonable and prudent; and the design, implementation and maintenance of 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.

Auditors' Responsibility

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

We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

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.

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

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements along with the notes thereon 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 31st March, 2015, and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e) The going concern matter described in sub-paragraph (b) under the Emphasis of Matters paragraph above, in our opinion, may have an adverse effect on the functioning of the Company.

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

g) 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 A".

h) 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 does not have any pending litigations which would impact its financial position.

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

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

ANNEXURE TO THE AUDITORS' REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015 OF WAGEND INFRA VENTURE LIMITED

1. In respect of Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such physical verification.

2. (a) The nature of inventory held by the Company does not demand for physical verification and hence, clause 3(ii)(a) and 3(ii)(b) of the Companies (Auditor's Report ) Order, 2015 are not applicable.

(b) As explained, the Company has been maintaining proper records of the inventory and no material discrepancies where noticed in relation to it.

3. In respect of loans, secured or unsecured, granted to Companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013;

a) The Company has not granted any loans to such parties during the year and hence the question of regular receipt of principal amount and interest does not arise.

b) Since the Company has not granted loans to such parties, there is no instance of overdue amount of Rupees One Lakh.

4. In our opinion, and according to the information and explanations given to us, there exist adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. In our opinion and explanation given to us, during the year the Company has not accepted any deposits to which the directives of the Reserve Bank or provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 framed there under would apply.

6. The Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the companies Act, 2013 for any of the services of the Company.

7. a) According to the information given to us and the records of the Company examined by

us, the Company is regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax, Investor Education and Protection Fund and any other statutory dues as at 31st March 2015.

b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Service Tax and no statutory dues required to be deposited on account of any dispute.

c) The company is not required to transfer any amount to Investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

8. The Company is registered for a period of not less than five years but the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year.

9. The Company has neither taken any loan from banks and financial institutions nor issued any debentures hence the question of default in repayment of dues does not arise.

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

11. The Company has not raised any term loans during the year.

12. During the course of our examination of books and records of the Company and according to the information and explanations given by the management, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For M/s Gupta Saharia & Co.

Chartered Accountants



Sd/-

(S.S. Rathi)

Partner

Place: Mumbai Membership No.: 73373

Date: 25.05.2015 Firm Reg. No. 103446W

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Mar 31, 2014

We have audited the attached Balance Sheet of WAGEND INFRA VENTURE LIMITED (Formally Known As Agarwal Holdings Limited ) as at 31st March, 2014 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date.

Managements Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit includes examining on a test basis, evidence supporting the amounts and disclo- sures 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 the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with 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 affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

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, 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 knowl- edge 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 it appears from our examination of those books;

c) The Balance Sheet and 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 mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the 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 director in terms of clause (g) of sub-section 1 of Section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2014 OF WAGEND INFRA VENTURE LIMITED

(Referred to in paragraph 1 thereof)

1.IN RESPECT OF ITS FIXED ASSETS

a. The Company has maintained proper records showing full particulars including quantitative details and the situation of fixed assets on the basis of available information.

b. As explained to us, all the fixed assets have been physically verified by the manage- ment in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the company and the nature of its assets. No material discrep- ancies were noticed on such physical verification.

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

2. IN RESPECT OF INVENTORIES

As informed, the Company does not have any inventory and such ,clause 4(ii)(a) to 4 (ii) (c) of the Companies (Auditor''s Report ) Order ,2003 (as amended ) are not applicable.

3. IN RESPECT OF LOAN TAKEN OR GIVEN

a. According to the information and explanation given to us, the company has not granted any loans covered in the register maintained under section 301 of the Com- panies Act, 1956

b. There is no amount overdue for more than rupees one lakh, since no loans have been granted to the parties.

c. In our opinion and according to the information and explanation given to us, the rate of interest, where applicable and other terms and condition, are not prima facie prejudicial to the interest of the company.

d. The Company has not taken any loans during the year from companies, firm or parties covered in the Registered maintained under section 301 of the companies Act, 1956. Consequently, the requirement of clauses (iii) (f) and (iii) of paragraph 4 of the Order are not applicable.

4. In our opinion, and according to the information and explanations given to us, there exist adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanations given to us, there were no contracts or arrangements entered into Section 301 of the Companies Act, 1956 which were required to be entered in the register maintained under that section.

6. According to the Information and explanation given to us, the Company has not accepted any deposits during the year from public within the meaning of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder. Therefore, the provisions of the Clause (vi) of paragraph 4 of the order are not applicable.

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

8. The Central Government has not prescribed maintenance of cost records under sub- section (1)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. In Respect of Statutory Dues

According to the information and explanation given to us in respect of statutory dues:

a. The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b. There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year.

11. According to the information and explanations given to us and based on the documents and records produced to us, the company did not have any borrowing from a financial institution or bank or debenture holders and hence clause 4(xi) of the companies (Auditor''s Report) Order, 2003 (as amended) is not applicable.

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

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

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company except to the extent of exemption ; if any , granted under section 49 of the Act.

15. According to the information and explanations given to us, the Company has not given guarantee for loan taken by others from bank or financial institutions.

16. The Company has not raised funds / Loans during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has not made any preferential allotment of shares to parties and compa- nies covered in Registered maintained under Section 301 of the Company Act, 1956.

19. The company has not issued any debentures during the year.

20. During the year, the Company has not raised money by public issue(s).

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

For M/s Gupta Saharia & Co. Chartered Accountants

Sd/- (S.S. Rathi) Partner Place: Mumbai Membership No.: 73373 Date: 28th May, 2014 Firm Reg. No. 103446W

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Mar 31, 2013

Report on the Financial Statements

We have audited the attached Balance Sheet of WAGEND INFRA VENTURE LIMITED (Formally Known As Agarwal Holdings Limited ) as at 31st March, 2013 and also the Profit and Loss Account of the Company for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date.

Managements Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the said accounts together with 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 affairs of the Company as at 31st March,2013;

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

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

Report on Other Legal and Regulatory Requirements

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, 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 it appears from our examination of those books;

c) The Balance Sheet and 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 mandatory accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

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

ANNEXURE TO THE AUDITORS'' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2013 OF WAGEND INFRA VENTURE LIMITED

(Referred to in paragraph 1 thereof)

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

(b) All the Fixed Assets have not been physically verified by the management during the year but there is a regular programme of periodic verification in a phased manner, which in our opinion, is reasonable having regard to the size of the company and nature of fixed assets. No Material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

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

(b) The Company is maintaining proper records of Inventory.

3. (a) According to the information and explanation given to us, the company has not granted any loans covered in the register maintained under section 301 of the Companies Act, 1956;

(b) There is no amount overdue for n.ore than rupees one Lacs, since no loans have been granted.

(c) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under Section 301 of the Act.

4. In our opinion, and according to the information and explanations given to us, there exist adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanations given to us, there were no contracts or arrangements entered into Section 301 of the Companies Act, 1956 which were required to be entered in the register maintained under that section.

6. According to the Information and explanation given to us, the Company has not accepted any deposits during the year from public within the meaning of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder.

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

8. The Central Government has not prescribed maintenance of cost records under sub-section (l)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. According to the information and explanation given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2013 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year

11. Based on our audit procedures and as per the information and explanations given by the management. The Company does not have any borrowings from Banks, financial institution or by way of debentures.

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

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

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company except to the extent of exemption ; if any , granted under section 49 of the Act.

15. According to the information and explanations given to us, the Company has not given guarantee for loan taken by others from bank or financial Institutions.

16. The Company has not raised funds / Loans during the year.

17. We have been informed by the management that the funds raised on short-term basis have not been used for long-term investment.

18. The Company has Converted 41,05,000 shares warrants of Rs.2/- each of into 41,05,000 equity shares of Rs.2/- each at a premium of Rs.0.40 paisa each to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not pre judicial to the interest of the company.

19. The company has not issued any debentures during the year.

20. During the year, the Company has not raised money by public issue(s).

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

For M/s Gupta Saharia & Co.

Chartered Accountants

Sd/-

(S.S. Rathi)

Partner

Place: Mumbai Membership No.: 73373

Date: 30.05.2013 Firm Reg. No. 103446W

---

Mar 31, 2012

We have audited the attached Balance Sheet of WAGEND INFRA VENTURE LIMITED, Mumbai as at 31st March, 2012 and also the Profit and Loss Account and the Cash Flow Statement for the year ended as 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss 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, Statement of Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, in so far as they apply to the Company;

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

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

(i) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2012;

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

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

ANNEXURE TO THE AUDITORS' REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2012 OF WAGEND INFRA VENTURE LIMITED

(Referred to in paragraph 1 thereof)

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. However there were no fixed assets held during the year.

2. The Company's nature of operation does not require it to hold the inventories and hence this clause of the order is not applicable.

3. (a) According to the information and explanation given to us, the company has not granted any loans covered in the register maintained under section 301 of the Companies Act, 1956

(b) There is no amount overdue for more than rupees one lakh.

(c) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. According to the information and explanations given to us, there were no contracts or arrangements entered into Section 301 of the Companies Act, 1956 which were required to be entered in the register maintained under that section except as mentioned below.

6. According to the Information and explanation given to us, the Company has not accepted any deposits during the year from public within the meaning of provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules made thereunder.

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

8. The Central Government has not prescribed maintenance of cost records under sub-section (1)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. According to the information and explanation given to us in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

10. According to the information and explanations given to us, the Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year

11. The Company has neither taken any loan from banks and financial institutions nor issued any debentures.

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

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

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company.

15 The Company has raised funds during the year.

16. During the year the Company has made allotment of 12,50,000 warrants which are convertible into equal number of Equity Shares of Rs.10/- each at Premium of Rs.2 each, During the year the Company has allotted 4,29,000 Equity Shares upon conversion of 4,29,000 warrants to parties covered in the Register maintained under section 301 of the Companies Act, 1956.

17. The company has not issued any debentures during the year.

18. During the year, the Company has not raised money by public issue(s).

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

Place: Mumbai For M/s Gupta Saharia & Co.

Date: 13.08.2012 Chartered Accountants

Sd/-

(S.S. Rathi)

Partner

Membership No.: 73373

Firm Reg. No. 103446W

---

Mar 31, 2011

We have audited the attached Balance Sheet of AGARWAL HOLDINGS LIMITED, Mumbai as at 31st March, 2011 and also the Profit and Loss Account and the Cash Flow Statement for the year ended as 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 the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

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

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

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

(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956, in so far as they apply to the Company;

(e) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the accounts and Notes on accounts 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:

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2011;

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

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

ANNEXURE TO THE AUDITORS REPORT ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2011 OF AGARWAL HOLDINGS LIMITED (Referred to in paragraph 1 thereof)

1. (a) The Company has maintained proper records showing full particulars including quantitative

details and situation of fixed assets.

(b) The Fixed Assets have been physically verified by the management according to are regular programme of periodic verification in a phased manner which in our opinion is reasonable having regard to the size of the company and nature of fixed assets. The discrepancies notices on such physical verification were not material and provided for in the books of accounts of the company.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected

2. The Companys nature of operation does not require it to hold the inventories and hence this clause of the order is not applicable.

3. (a) According to the information and explanation given to us, the company has not granted any

loans covered in the register maintained under section 301 of the Companies Act, 1956

(b) There is no amount overdue for more than rupees one lakh.

(c) The company has not taken any loans, secured or unsecured from companies, firms, or other parties covered in the register maintained under section 301 of the Act.

4. In our opinion, and according to the information and explanations given to us, there are adequate internal control systems commensurate with the size of the Company and the nature of its business with regards to sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal controls.

5. There are no transactions that need to be entered into the register maintained under Section 301 of the Act.

6. During the year the Company has not accepted any deposits to which provisions of Section 58A, 58AA or any other relevant provisions of the Companies Act, 1956 and the rules framed there under would apply.

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

8. The Central Government has not prescribed maintenance of cost records under sub-section (1)(d) of Section 209 of the companies Act, 1956 for any of the products of the Company.

9. According to the information and explanation given to us, there are no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service Tax, Investor Education and Protection Fund, Excise Duty, Cess and any other statutory dues as at 31st March 2011.

10. The Company has no accumulated losses at the end of the financial and it has not incurred cash losses in the current and immediately preceding financial year

11. The Company has neither taken any loan from banks and financial institutions nor issued any debentures.

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

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

14. The Company has maintained proper records of transaction and contracts in respect of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name of the company.

15. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

16. The Company has not taken any term loans during the year.

17. The Company has not raised any funds during the year.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under section 301 of the Companies Act, 1956.

19. The company has not issued any debentures during the year.

20. During the year, the Company has not raised money by public issue(s).

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

For M/s Gupta Saharia & Co. Chartered Accountants

(S.S. Rathi) Partner

Membership No.: 73373 Firm Reg. No. 103446W

Place: Mumbai Date : 28.05.2011

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Mar 31, 2010

We have audited the attached balance sheet of Agarwal Holdings Limited as at 31st March 2010, profit and loss account annexed thereto and also the Cash Flow Statement for the year ended on that date. 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 the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

We report that:

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we have annexed a statement on the matters specified in the paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 above, we report that:

i) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our report;

ii) 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;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account are in compliance with the Accounting Standards referred to in sub-section (3C)of section 211 of the companies Act, 1956;

v) On the basis of written representations received from Directors as on 31s March 2010, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director of the Company in terms of section 274 (1) (g) of the Act.

vi) In our opinion and to the best of our information and according the explanation given to us, the accounts and notes on accounts 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:

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

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

c) in the case of Cash FlowStatementofthecashflowsfortheyearendedonthatdate.

Annexure to the Auditors Report Referred to in paragraph 1 of our report of even date ,

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

b) The fixed assets have been physically verified by the managementaccording to are regular programme of periodic verification in a phased manner which in our opinion is reasonable having regard to the size of the! company and nature of fixed assets. The discrepancies noticed on such physical verification were noi material and provided for in the books of accounts of the company. .

c) During the year, the company has riot disposed off any substantial part of fixed assets.

2 The company is not carrying any stock of finished goods, Stores, parts & Raw material.

3 a) The company has not granted any loans, secured or unsecured to companies, firms or other Parties covered in the register maintained undersection 301 of theAct.

b) There is no amount overdue for more than rupees one lakh.

c) The company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained undersection 301 of theAct.

4 In our opinion, there were generally adequate internal control procedure commensurate with the size of the companyj and nature of its business for its income from operation. During the course of our audit, no major weakness has beeni noticed in the internal control systems in respect of these areas.

5 There are no transactions that need to be entered into the register maintained under Section 301 of theAct.

6 The Company has not accepted any deposits within the meaning of the Section 58A, 58AA or any other relevanl provisions of the Act.

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

8 The Central Government has not prescribed maintenance of Cost records under section 209(1 )(d) of the Companies Act, 1956 for the activities of the company. ¦

9 According to the information and explanation given to us, there are no undisputed amounts payable in respect ot Income Tax, Sales Tax, Wealth Tax, Custom Duty, Service.Tax, Investor Education and Protection Fund, Excise Duty, Cess and any other statutory dues as at 31sMarch 2010.

10 The Company has no accumulated losses at the end of the financial year.and it has not incurred cash losses in the current and immediately preceding financial year.

11 During the year there were no any dues repayable to banks.

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

13 In our opinion, the Company is not a chit fund or a. nidhi/mutual benefit fund/society, therefore, the provisions ol clause 4(viii)ofthe companies (AuditorsReport)order, 2003 are not applicable to the company.

14 The Company has maintained proper records of transaction and contracts in respect Of Investments in securities and timely entries have been made therein. All Investments at the close of the year have been held in name" of the company.

15 According to the information and explanation given to us, the Company has not given any guarantee for Joans taken brothers lrom banks or financial institutions. .

16 During the year there were no term loans availed by the company.

17 In our opinion and according to the information and explanation given to us, the company has not raised any funds on a short-term basis, which have been used for long-term investment during the year.

18 During the year, Company has not made any preferential allotment of shares to parties and Companies covered in the register maintained undersection 301 of the CompaniesAct, 1956.

19 There are no debentures issued and outstanding during the year and hence the provisions of clause 4(xix) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

20 The Company has not raised any money by way of public issues during the year.

21 Based upon the audit procedures performed and according to the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year.

For Sandeep Rathi & Associates Chartered Accountants

Sd/- Sandeep Rathi

Proprietor Membership No.: 47377

Place: Mumbai Date : 30th April, 2010