Auditor Report of Welterman International Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Weftcrman International Limited ('the Con pany) which comprise the Balance Sheet es at March 31, 2014, trie Profit and Loss Statement and Cash Flow Statement for the year then ended and a summery of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation or these financial statements that give a true and fair view of the financial position, financial performance and cashflows of the Company in accor- dance with the Accounting Standards notified under the Companies Act. 1956 (the Act) read with toe General drcular 15/2013 dated 13lh September. ?0l3afthe Ministry of Corporate Affairs in respect or Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in Intlra including Accounting Standards referred to in Section 2T3(3C) of tee Companies Aci, 1950 ("(be Act’). This responsibility Indudes the design, imprementetion and maintenance of internal controls relevant to the preparation and presentation of trie financial statements that give a true and fair view and aro free frum material misstatement, whether due to fraud or error

Auditors' Responsibility

Our responsfbfilty in to express an opinion on these financial statements based on our audit. We conducted our audit in ncoordanoe with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards repute thal we comply with ethical require- ments and pan and perform tee audit to obtain reasonable assurance about whether the financial statements are free from material misstatements

An audit Involves performing procedures to obtain audit evidence about the amounts and disclo- sures in the financial statements, 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. In mailing those risk assessments, tho auditor considers internal contra, relevant to the Company's preparation and fair presentation of the financial statements In order to desig n a udit procedures that are appropriate In the circumstances, but not for the pur. pose of expressing an opinion on the effectiveness of the entity's Internal control. An audit also includes evaluating the appropriateness of accounting policies used arte the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation Df the financial statements.

We believe that the audit evidence we have ootained b sufficient and appropriate to provide a basis for our audit opinion,

Opinion

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

(a) In the case of the Balance Sheet, of the slate of affairs of the Company as at March 31. 2014;

(b) In the case of the Statement of Profit and Loss, 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 Requirement*

1. As required by the Companies (Auditor's'Report) Order, 2003 (the Order’) Issued ay the Central Government of India in terms of Section 227(4A) of the Act, we give in the Anrexure a statement on the matters specified In paragraphs 4 and 5 of the Order

2, As required by Section 227(3) cl the Act, we report that:

a. We have obtained all the Information and explanations which to the beet of out knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper bonks 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, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report ere in agreement wllh the books of accoonL

d. In our opinion, the Balance Sheet and the Profit and Loss Statement, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the Gen- eral Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect ol Section 133 of the Companies Act, 2013.

e. On the basis of the written representations received from the directors as on March 31, 2014, 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 Section 274(1X3) of the Act

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2014 OF WELTERMAN INTERNATIONAL LIMITED:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us. we state dial

I, Fixed Assets

(a) The Company has been In the process of updating the maintenance of records showing particulars. Including quantitative details and situation of fixed as sets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased Verfication programme, which, in our opinion, is reasonable, locating to the size of the Company and the nature of its business. According fo the Information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of Its fixed assets so as to affect its going concern.

II. Inventory

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

(b) The procedures explained to us, which are fallowed by the management lor physical verification of inventories, are. In our opinion, reasonable and adequate in relation to the size of the Company and the nalure of its business,

(c) On the basis of our examination of the inventory records Of toe Company, we are of the opinion that, the Company is maintaining proper records of its Inventory, Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly deal! with in the books of account,

III. Loans and Advances

a) The Company has granted an unsecured advance to s party covered under Section 301 of the Companies Act, 1956 .during the year under report, The terms on which such advance has been given are rat prejudicial to the interests of the company.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act, 1956. The Maximum outstanding during the year for such loan was Rs.921.66 Lacs. The year end balance of the loan was Rs,921.B®Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs. 163,04 Lacs at the beginning of the year. accepted from Nme parties listed in the register maintained under Section 301 of the Companies Act 1956. The year end balance from such parties was Rs. 344 37 Lecs accepted Tram ten parties listed m the register maintained under Section 301 of the Companies Act, 1956.

d) Interest on these loans ;s cot paid new has base provided as they are interest free. Other terms on which they have been accepted are not projudicial to the interests of the company

iv. Internal Control

In our opinion and according la the information end explanations given to us, there are generallly adequate interns! control procedures common surate with the size of the Company end the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit. no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basts of the audit procedures performed by us, and according lo the Information, explanations and representations made to us. we are of theop opion that: the transactions In which directors were Interested as contemplated under Section 297 and sub-section (G; of sectilon 299 of the Companies Act, 1956 and which were required (o be entered in the register maintained under Section 30t of the sard Act, have been so entered,

(b) In our opinion and according to the information and explanations given to us. the transections made in pursuance of contacts or arrangements entered In the ragister maintained under Section 301 of the Companies Act, 1 956 exceeding the value of rupees five lac* in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at thallifne.

VI. Deposits from Public

In Old Opinion and SKCcding to the Information and nxplanalons given to us, the Company has not accepted any deposit to which the provisions of Section SSA of the Companies AjcL15S6 snd Rules mode thereunder and also the directives-of Reserve Bank of India apply,

vii. Internal Audit

The Company has not Introduced In tcmal Audit System though the same has been applicable to it.

VIII. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records a nd Accounts as prosenbed by the Central Government under Section 209 {1 Jfd) do not apply.

ix. Payment of Statutory Dues

fa) According to the records of tho Company, it das been regular in depositing undisputed statutory dues including provident fund. Income lax, Sales lax. Excise Duty. Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable.

x. Accumulated Losses! Cash Losses

As at 31st March, 2014, the accumulated losses o1 the company are more than fifty percent of,Is net worth. The company has not incurred cash loss in the year under report however there was cash loss In the preceding financial year.

xi. Default In payments of due*

Phe Company has not made any default in repayment of dues

xii. Grant of Secured Loans end Advances

As explained to us, the Company has rsDt granted any loans or advances on the basis of securily by way of pledge of shares, debentures or any other securities

xiii. Special Statute-Chit Fund Companies, Nldhis/Mutual Benefit fund/societies

Not Applicable lo Company.

xiv. Company dealing In Trading In Shares, Securities, etc.

Not Applicable to Company.

XV. Provision of Guarantee

According to the information and explanations given to us. Company has signed an Agree merit lo Mortgage all its properties to collaterally secure ate loans granted to it amounting to Rs 9.22 Cfores by Sara Soule Private Ltd. by consortium of its three banks.

xvi.Tcrm Loans

During the year under reference. Company has not borrowed any amount by way ot Term Loan,

xvii. Usage of Funds

Aoonru mg (o the information and explanations grven to us and on an overall examination of the Financial Statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of funds, we are of the opinion that, prima-faae, short term funds have not been utilised for long term purpose.

xviii.Preferential Allotments

The Company has not made any preferential alotment ot snares to partes and companies covered in the register maintained under section 301 of the Companies Act, 1956.

xlx. Creation of Security for Debenture issue

The company has not issued debentures.

xx. Disclosure of End use of Funds

The Company has not raised any money during Uie year Ihrough any public issue,

xxi. Frauds

According to the Information and explanations given to US, and to the best of aur knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year, i

For PARIKH SHAH CHOTAUA & ASSOCIATES CHARTERED ACCOUNTANTS Firm Reg. No. 11B493W

(D. P. SHAH) 29th May, 2014, Vadodara (Mem.No. 30454 PARTNER

---

Mar 31, 2012

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

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

2. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

3. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2012, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956

4. Further to our comments in the Annexure referred to in 2 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 audit.

ii. In our opinion, proper books of account have been kept by the Company as required by law so far as it appears from our examination of these books and the aforementioned Balance Sheet and Statement of Profit and Loss are in agreement therewith.

iii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes appearing in the Notes thereon, give the information required by the Companies Act, 1956, in the manner so required, 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, 2012;

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

c) in case of Cash Flow Statement, of the CASH FLOW for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2012 OF WELTERMAN INTERNATIONAL LIMITED:

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:-

i. Fixed Assets

(a) The Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956, during the year under report.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act,1956. The Maximum outstanding during the year for such Loan was Rs.921.86 Lacs. The year end balance of the Loan was Rs.921.86 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.252.45 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance from such parties was Rs. 252.45 Lacs.

d) Interest on these loans is not paid nor has been provided as they are interest free. Other terms on which they have been accepted are not prejudicial to the interests of the company.

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made thereunder and also the directives of Reserve Bank of India apply.

vii. Internal Audit

The Company has not introduced Internal Audit System though the same has been applicable to it.

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs. 86,70,195 /- which the Company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2012, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report however there was no cash loss in the preceding financial year.

xi. Default in payments of dues

The Company has not made any default in repayment of dues.

xii. Grant of Secured Loans and Advances

As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. Special Statute-Chit Fund Companies, Nidhis/Mutual Benefit Fund/Societies

Not Applicable to Company.

xiv. Company dealing in Trading in Shares, Securities, etc.

Not Applicable to Company.

xv. Provision of Guarantee

According to the information and explanations given to us, and the representations made by the management and as per the books of account verified by us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

xvi. Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan.

xvii. Usage of Funds

According to the information and explanations given to us and on an overall examination of the Financial Statements of the Company and after placing reliance on the reasonable assumptions made by the Company for classification of long term and short term usages of funds, we are of the opinion that, prima-facie, short term funds have not been utilized for long term purpose.

xviii. Preferential Allotments

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

xix. Creation of Security for Debenture Issue

The company has not issued debentures.

xx. Disclosure of End use of Funds

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

xxi. Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.

For PARIKH SHAH CHOTALIA &

ASSOCIATES CHARTERED ACCOUNTANTS

Firm Reg. No. 118493W ( D. P. SHAH ) ( Mem. No.30454)

VADODARA, 10th July, 2012 PARTNER

---

Mar 31, 2010

We have audited the attached BALANCE SHEET of WELTERMAN INTERNATIONAL LIMITED, as at 31st March, 2010 and also the PROFIT AND LOSS ACCOUNT of the Company for the year ended on that date annexed thereto both of which we have signed under reference of this report. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the Company as required by law so far as appears from our examination of these books and the aforementioned Balance Sheet and Profit and Loss Account are in agreement therewith.

ii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard 28 Impairment of Assets.

The effect due to non-compliance of AS 28 could not be quantified in absence of availability of carrying amount and recoverable amount of the Assets.

iii. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2010, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes appearing in the Schedule of Significant Accounting Policies 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 the Profit and Loss Account, of the LOSS of the Company for the year ended on that date

and

c) in the case of Cash Flow Statement, of the CASH FLOWS for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2010 OF WELTERMAN INTERNATIONAL LIMITED :

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :- i. Fixed Assets

(a) The Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business.

According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956, during the year under report.

b) The Company has taken Secured Loan from one party covered under Sec.301 of the Companies Act,1956. The Maximum outstanding during the year for such Loan was Rs.921.86 Lacs. The yearend balance of the Loan was Rs.921.86 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.323.62 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The yearend balance from such parties was Rs.313.92 Lacs.

d) Interest on these loans is not paid nor has been provided because of the stipulations in the Loan Agreements of the financial institutions, other terms on which they have been accepted are not prejudicial to the interests of the company .

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made there under and also the directives of Reserve Bank of India apply.

vii. Internal Audit

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

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

(a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs.70,06,695 /- which the company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2010, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report and in the preceding financial year.

For PARIKH SHAH CHOTALIA & ASSOCIATES

CHARTERED ACCOUNTANTS

( D. P. SHAH )

VADODARA, 14TH AUGUST, 2010 PARTNER

---

Mar 31, 2009

We have audited the attached BALANCE SHEET of WELTERMAN INTERNATIONAL LIMITED, as at 31st March, 2009 and also the PROFIT AND LOSS ACCOUNT of the Company for the year ended on that date annexed thereto both of which we have signed under reference of this report. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government in terms of Section 227(4A) of the Companies Act, 1956, we annex here to a statement on the matters specified in paragraphs 4 and 5 of the said order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the Company as required by law so far as appears from our examination of these books and the aforementioned Balance Sheet and Profit and Loss Account are in agreement therewith.

ii. In our opinion, these accounts have been prepared in compliance with the applicable accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 except Accounting Standard 28 Impairment of Assets.

The effect due to non-compliance of AS 28 could not be quantified in absence of availability of carrying amount and recoverable amount of the Assets.

iii. On the basis of our review of the confirmations made available to us from the companies in which the directors of the Company are directors and the information and explanations given to us, none of the directors of the Company is prima facie as at 31st March, 2009, disqualified from being appointed as director of the Company under Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

iv. In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes appearing in the Schedule of Significant Accounting Policies and Notes on Accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true and fairview 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 31 "March, 2009;

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

and

c) in the case of Cash Flow Statement, of the CASH FLOWS for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH, 2009 OF WELTERMAN INTERNATIONAL LIMITED :

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that :-

i. Fixed Assets

(a) 77?e Company has been in the process of updating the maintenance of records showing particulars, including quantitative details and situation of fixed assets, however they are yet to be updated.

(b) As explained to us, fixed assets, according to the practice of the Company, are physically verified by the management at reasonable intervals, in a phased verification-programme, which, in our opinion, is reasonable, looking to the size of the Company and the nature of its business. According to the information and explanations given to us, discrepancies could not be ascertained on physical verification as book records are being updated.

(c) The Company has not disposed off any substantial part of its fixed assets so as to affect its going concern.

ii. Inventory

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

(b) The procedures explained to us, which are followed by the management for physical verification of inventories, are, in our opinion, reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records of the Company, we are of the opinion that, the Company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records, have been properly dealt with in the books of account.

iii. Loans and Advances

a) The Company has not granted any unsecured loan to any party covered under Section 301 of the Companies Act, 1956. During the year under Report.

b) The Company has taken Secured Loan from one party coverd under sec.301 of the Comapnies Act, 1956. The Maximum outstanding during the year for such Loan was Rs. 921.72 Lacs. The year end balance of the Loan was Rs. 921.72 Lacs.

c) According to the information and explanations given to us, the Company had to its credit unsecured loans amounting to Rs.925.57 Lacs at the beginning of the year, accepted from five parties listed in the register maintained under Section 301 of the Companies Act, 1956. The year end balance from such parties was Rs. 323.62 Lacs.

c) Interest on these loans is not paid nor has been provided because of the stipulations inthe Loan Agreements of the financial institutions, other terms on which they have been accepted are not prejudicial to the interests of the company

iv. Internal Control

In our opinion and according to the information and explanations given to us, there are generally adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and for sale of goods. During the course of our audit, no major weakness in internal control has come to our notice.

v. Related Transactions

(a) On the basis of the audit procedures performed by us, and according to the information, explanations and representations made to us, we are of the opinion that, the transactions in which directors were interested as contemplated under Section 297 and sub-section (6) of Section 299 of the Companies Act, 1956 and which were required to be entered in the register maintained under Section 301 of the said Act, have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at that time.

vi. Deposits from Public

In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit to which the provisions of Section 58A of the Companies Act 1956 and Rules made thereunder and also the directives of Reserve Bank of India apply.

vii. Internal Audit

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

viii. Cost Records

In our opinion and according to the information and explanations given to us, the provisions for maintenance of Cost Records and Accounts as prescribed by the Central Government under Section 209 (1)(d) do not apply.

ix. Payment of Statutory Dues

(a) According to the records of the Company, it has been regular in depositing undisputed statutory dues including provident fund, Income tax, Sales tax, Excise Duty, Customs Duty, Cess and other Statutory Dues and there are no arrears outstanding as at year end for a period of more than six months from the date they became payable. However the Company has not paid Sales Tax amounting to Rs. 70,06,695 /- which the company is liable to pay upon expiry of the tax holiday availed by the Company as deferment of Sale tax as prescribed by the State Government

x. Accumulated Losses / Cash Losses

As at 31st March, 2009, the accumulated losses of the company are more than fifty percent of its net worth. The company has incurred cash loss in the year under report. However it has not incurred cash loss for the preceding financial year.

xi. Default in payments of dues

Company has repaid to UBI and IFCI on One Time Settlement basis and has been in process of repaying to GSFC under similar terms.

xii. Grant of Secured Loans and Advances

As explained to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

xiii. Special Statute-Chit Fund Companies, Nidhis/Mutual Benefit Fund/Societies

Not Applicable to Company. xiv. Company dealing in Trading in Shares, Securities, etc.

Not Applicable to Company.

xv. Provision of Guarantee

According to the information and explanations given to us, and the representations made by the management and as per the books of account verified by us, the Company has not given any guarantees for loans taken by others from bank or financial institutions.

xvi. Term Loans

During the year under reference, Company has not borrowed any amount by way of Term Loan.

xvii. Usage of Funds

According to the information and explanations given to us and upon examination of the books of accounts of the Company, no Long Term funds have been introduced in the Company during the year.

xviii. Preferential Allotments

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

xix. Creation of Security for Debenture Issue

The company has not issued debentures. xx. Disclosure of End use of Funds

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

xxi. Frauds

According to the information and explanations given to us, and to the best of our knowledge and belief, no fraud on or by the Company, has been noticed or reported by the Company during the year.



For PARIKH SHAH CHOTALIA & ASSOCIATES CHARTERED ACCOUNTANTS ( D. P SHAH ) VADODARA, 30th JULY, 2009 PARTNER