Auditor Report of ANG Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone Financial statements of ANG INDUSTRIES LIMITED (formerly known as ANG AUTO LIMITED) which comprise the Balance Sheet as at 31 st March, 2015 , statement of Profit & Loss Account and also the Cash Flow Statement of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the (Standalone) Financial Statements

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

Auditor's Responsibility

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

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

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's Internal Control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations to the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

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

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

Report on other Legal and Regulatory Requirements

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

2. Further to our comments in the aforesaid annexure, as required by section 143( 3) of the Act, we report that :

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

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

c) The Company does not have any branch offices which are audited under Section 143(8) of the Act by branch auditors.

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

e) In our opinion, the aforesaid standalone financial Statements comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (accounts) Rule, 2014.

f) There are no observations or comments on the financial transactions or matters which may have any adverse effect on the functioning of the Company.

g) on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the "ectors is disqualified as on March 31,2015, from being appointed as a "ector in terms of section 164(2) of the Act.

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) Rule, 2014, in our opinion and to the best of our information and according to the explanations given to us :

1) Company does not have any pending litigations which would impact its financial position. The list of pending litigations and its impact on financial position has disclosed under the notes related to "Contingent Liabilites"- Refer Note

2) The company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

3) There has been no delay in transferring amounts, required to be transferred, to the investor education and Protection Fund by the company and during the year there were no amount which were required to be transferred to the investor Education and protection Fund by the Company.

ANNEXURE TO THE AUDITORS' REPORT

Referred to our report of even date on the accounts of ANG INDUSTRIES LIMITED ( Formerly known as ANG Auto Limited) for the year ended 31st March, 2015

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

1. In respect of its Fixed Assets :

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

b) As per explanation given to us, the Fixed Assets were physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

c) In our opinion and according to the information and explanation given to us, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected. Though the Company has maintained records relating to fixed assets, the company may need to comprehensively compile /complete the fixed asset register with particulars including quantitative details and situation of some of its fixed assets. Further, the Company would need to further strengthen its records so as to include adequate breakdown of asset group, description of assets, inter location movement etc. in view of increasing size of the Company.

2. In respect of its Inventories :

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

b) In our opinion and according to the information and explanations provided to us, the procedures of physical verification of inventories followed by the Company were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to

us and on the basis of our examination of the book of account, during the year Company has not given/ taken any loan, secured or unsecured to Companies , firms or other parties to be covered in the register maintained under Section 189 of the Companies Act, 2013., except the following :

(Amt. in Lacs)

Opening Debit Credit Closing Balance Balance

Premjit Singh 16.61 (Dr.) 44.80 29.00 32.41 (Dr)

ANG Structure & 86.49 (Dr.) 21.26 136.55 28.81 (Cr.) Energy (P) Ltd.

ANG Logistic 29.11 (Dr.) 0.82 29.93 Nil Private Limited

(b) The Principal amounts are repayable/receivable at the discretion of the Company.

(c) No interest has been paid/ taken by the company on the unsecured loan given /taken from the director & others related parties.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business for the purchase of inventory and fixed assets and payment for expenses & for the sale of goods. During the course of our Audit, no major instance of continuing failure to correct any weakness has been noticed in the internal control.

5. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 73 to section 76 or any other relevant provision of the Companies Act, 2013 and the rules framed there under during the year .

6. The Central Government has not prescribed the maintenance of cost records by the Company under section 148(I) of the Companies Act, 2013.

7. According to the records of the Company and the information and explanations given to us in respect of statutory and other dues:

a) The Company was generally irregular in depositing statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess etc. with the appropriate authorities.

b) According to the information and explanation given to us there are no undisputed amounts payable in respect of statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess etc. that were outstanding, as on 31st March, 2015 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, details of dues of Income Tax, stamp duty and sales tax etc. which has not been deposited as on March 31st, 2015 on account of any dispute is given below:

Particulars Period to which Forum where Amount Amount relates matter is pending (Rs.in lacs)

Stamp Duty Fin. year 2007-08 Revenue Board, 12.73 Allahabad (U.P)

Entry Tax Fin year 2005-06 Deputy 0.40 Commissioner of Commercial tax, Jaipur

Entry Tax Fin year 2006-07 Deputy 7.84 Commissioner of Commercial tax, Jaipur

Entry Tax Fin year 2007-08 Deputy 7.06 Commissioner of Commercial tax, Jaipur

Entry Tax Fin year 2008-09 Deputy 3.74 Commissioner of Commercial tax, Jaipur

Entry Tax Fin year 2009-10 Deputy 2.10 Commissioner of Commercial tax, Jaipur

Income Tax Assessment Year CIT (A) - IV, 8.71 Demand 2010-11 New Delhi

Income Tax Assessment Year CIT (A) - Circle 2(2), 7.68 Demand 2011-12 New Delhi

Sales Tax Assessment year Joint 6.03 2010-11 Commissioner Sales Tax, (Khatima), Uttrakhand

Sales Tax Assessment year Commissioner VAT 25.31 2008- 09, 2009-10 (Appeals), Kol & 2010-11

Sales Tax Assessment Year Joint 10-21 2009- 10 Commissioner Sales Tax (Khatima), Uttarakhand

Sales Tax Assessment Year Joint 6.61 2010- 11 Commissioner Sales Tax (Khatima), Uttarakhand

Particulars Period to which Forum where Amount Amount relates matter is pending (Rs.in lacs)

Sales Tax Assessment Year Joint 6.22 2011-12 Commissioner Sales Tax (Khatima), Uttarakhand

8. The Company does not any have accumulated losses at the end of the financial year and in preceding Financial year. The company has not suffered the cash losses during the Financial year as well as immediately preceding financial year covered by the audit .

9. Based on our audit procedure and on the information and explanations given to us we are of the opinion that, the Company has been irregular in repayment of dues to financial institutions or banks during the year. However same has been paid / cleared in succeeding months from the due date.

10 According to the information and explanation given to us, and records examined by us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

11 To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, all long term loans availed by the company were, prima facie , applied by the company during the year for the purpose for which these were obtained.

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

For SANDESH JAIN & CO. CHARTERED ACCOUNTANTS

(SANDESH JAIN) Partner Place : New Delhi Membership No. : 087316 Date : 30-05-2015 FRN: 008548N

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Mar 31, 2013

1. We have audited the accompanying Financial statements of ANG INDUSTRIES LIMITED (formerly known as ANG AUTO LIMITED) which comprise the Balance Sheet as at 31st March, 2013 and statement of Profit & Loss Account and also the Cash Flow Statement of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information.

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

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

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

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

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the 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.

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

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

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

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

d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

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

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

1. In respect of its Fixed Assets :

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

b) As per explanation given to us, the Fixed Assets were physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

Though the Company has maintained records relating to fixed assets, the company may need to comprehensively compile /complete the fixed asset register with particulars including quantitative details and situation of some of its fixed assets. Further, the Company would need to further strengthen its records so as to include adequate breakdown of asset group, description of assets, inter location movement etc. in view of increasing size of the Company.

2. In respect of its Inventories :

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

b) In our opinion and according to the information and explanations provided to us, the procedures of physical verification of inventories followed by the Company were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the book of account, during te year Company has not given/ taken any loan, secured or unsecured to Companies , firms or other parties to be covered in the register maintained under Section 301 of the Companies Act, 1956., except the following :

(b) No interest has been paid/ taken by the company on the unsecured loan given /taken from the director & others related parties.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the company and the nature of its business for the purchase of inventory and fixed assets and payment for expenses & for the sale of goods. During the course of our Audit, no major instance of continuing failure to correct any weakness has been noticed in the internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered into the register have been so entered.

b) As per the information and explanations furnished to us and in our opinion, the transactions exceeding the value of Rs. Five lacs in respect of any party during the year have been made at prices which are prima facie, reasonable, having regard to the prevailing market prices at the relevant time, where such prices are available.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditor''s Report) Order 2003 are not applicable to the company.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business. However in view of the increasing size of the company, it needs further strengthening.

8. As per the information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause(d) of the sub section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.

9. According to the records of the Company and the information and explanations given to us in respect of statutory and other dues:

a) The Company was generally irregular in depositing statutory dues including provident fund, employees state insurance , income tax , sales tax, service tax , custom duty , excise duty , cess etc. with the appropriate authorities .

b) According to the information and explanation given to us there are no undisputed amounts payable in respect of income tax and sales tax that were outstanding, as on 31st March, 2013 for a period of more than six months from the date they became payable.

11. Lacs during the financial year covered under our audit.

12. Based on our audit procedure and on the information and explanations given to us we are of the opinion that, the Company has delayed in repayment of dues to financial institutions or banks during the year.

13. According to the information and explanations given to us and the records examined by us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, the Company is not a chit fund or nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

15. According to the information and explanations given to us, and the records examined by us, the Company is not dealing or trading in securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies (Auditor''s Report) Order 2003 is not applicable to the Company.

16. According to the information and explanation given to us, and records examined by us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

17. To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, all long term loans availed by the company were, prima facie , applied by the company during the year for the purpose for which these were obtained.

18. According to the cash flow statement and other records examined by us and according to the information and explanations given to us, on an overall basis, funds raised on short-term basis have prima facie, not been used during the year for long-term investment .

19. During the year under consideration the Company has made an allotment of 650000 ( Six lacs and Fifty Thousands ) Share Warrants of Rs.21 each, out of this the Company has converted 3,75,000 share warrant into 3,75,000 Equity share of Rs. 10 Each at the premium of Rs. 11 per share to the parties covered in the Register maintained under Section 301 of the Companies Act, 1956 and these shares have the Lock in period of three years. Further, during the year the Company make an allotment of 13,50,000 ( Thirteen lacs Fifty thousand ) Equity shares of Rs. 10 each at the premium of Rs. 11 per share on prefrential basis to strategic Investors These shares have the lock in Period of one years.

20. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year.

21. The Company has not raised any money by way of public issue during the year.

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

For SANDESH JAIN & CO.

CHARTERED ACCOUNTANTS

SANDESH JAIN

Place : New Delhi PROPRIETOR

Date : 29th May 2013 Membership No. 087316

FRN: 008548N

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Mar 31, 2012

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

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order, 2003 ('theorder') asamended bytheCompanies (Auditor'sReport) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 ofthe said Order to the extent applicable to the Company.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we reportthat:

(i) We have obtained all 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 accounts as required by law have been kept by the Company so far as it appears from our examination ofthe 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 account maintained at head office and with the Books of Accounts maintained at all the units and sales Depots.

(iv) 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 ofthe Companies Act, 1956;

(v) 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 Director 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 ofthe Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give 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, 2012; and

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 Flow Statement, of the Cash Flows for the year ended on that date.

In terms ofthe information and explanations given to us and on the basis ofthe books and records examined by us in the normal course of audit and to the best of our knowledge and belief we state that

1. In respect of its Fixed Assets:

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

b) As per explanation given to us, the Fixed Assets were physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

Though the Company has maintained records relating to fixed assets, the company may need to comprehensively compile /complete the fixed asset register with particulars including quantitative details and situation of some of its fixed assets. Further, the Company would need to further strengthen its records so as to include adequate breakdown of asset group, description of assets, inter location movement etc. in view of increasing size of the Company.

2. In respect of its Inventories:

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

b) In our opinion and according to the information and explanations provided to us, the procedures of physical verification of inventories followed by the Company were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical

3. (a) According to the information and explanations given to us

duringtheyear Company has not given/taken any loan to Companies , firms or other parties to be covered in the register maintained under Section 301 of the Companies Act, 1956., except the following:

Opening Debit Credit Closing Balance Balance

Premjit Singh 9,50,240 4840954 4670544 1120650 (Dr) (Dr)

ANGAutomotive 38,19,151 33940000 23450000 6670849 ComponentPvt.Ltd. (Cr.) (Dr.)

ANG Structure & - 6062576 2895694 3166882 Energy (P) Ltd. (Dr.)

ANG AUTO 1070775 72514 0 1143292

(HK)LTD. (Dr.) (Dr.)

(b) No interest has been paid/ taken by the company on the unsecured loan given /taken from the director & others related parties.

4. According to the information and explanations given to us, There are Adequate internal control procedures commensurate with size of the company and the nature of its business for the purchase of inventory and fixed assets and the sale of goods. During the course of our Audit, no major weakness has been noticed in the internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 ofthe Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations furnished to us, the transactions exceeding the value of Rs. Five lacs in respect of any party during the year have been made at prices which are prima facie, reasonable, having regard to the prevailing market prices at the relevant time, where such prices are available.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year. Therefore the provisions of clause 4(vi) ofthe Companies (Auditor's Report) Order 2003 are not applicable to the company.

7. In our opinion, the internal audit system of the Company is commensurate with the size and nature of its business. However in view ofthe increasing size ofthe company, it needs further strengthening.

8. The Company's management has informed us that the Central Government has not prescribed the maintenance of cost records under Section 209(l)(d) ofthe Companies Act, 1956 for any product ofthe Company.

9. According to the records of the Company and the information and explanations given to us in respect of statutory and other dues:

a) The Company was generally irregular in depositing statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess etc. with the appropriate authorities.

b) According to the information and explanation given to us there are no undisputed amounts payable in respect of income tax and sales tax that were outstanding, as on 31st March, 2012 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, details of dues of Income Tax, stamp duty and sales tax etc.

which has not been deposited as on March 31st, 2012 on account of any dispute is given below:

Particulars Period to which Forum where Amount Amount relates matter is pending (Rs.in lacs)

Income Tax Assessment year CIT(Appeals) 42.73 2000-2001

StampDuty Fin.year 2007-08 RevenueBoard, 12.73 Allahabad ( U.P)

EntryTax Fin year 2005-06 Deputy 0.82 Commissioner of Commercial tax, Jaipur

SalesTax Fin year 2008-09 Commissioner VAT 15.68 (Appeals), Kol

Entry Tax Financial Year Additional 1.05 2009-10 Commissioner (Appeals), Noida

SalesTax Financial Year Additional 10.82 2009-10 Commissioner (Appeals), Noida

Central Sales Tax Financial Year Additional 12.73 2009-10 Commissioner (Appeals), Noida

SalesTax Fin year 2009-10 Commissioner 0.53 VAT (Appeals), Kol

SalesTax Finyear 2010-ll Commissioner 9.10 VAT (Appeals), Kol

Income Tax Demand Assessment CIT(A), 12.73 Year 2008-09 Circle 1(1), New Delhi

The company has also appealed against demand of Income tax in above mentioned case in Hon'ble Delhi High Court and the stay is given by the court in same case till any further decision.

In the cases of Sales tax demand in Noida, Company has already deposited the full amount of demand and filed the appeal to Additional Commissioner for refund of that amount . Thus there is no contingent liabilities involve in these demands against the Company.

10.The Company does not have any accumulated losses at the end ofthefinancialyear.

11. According to the information and explanations given to us and the records examined by us, the Company has some delayed in repayment of dues to financial institutions or banks during the year.

12. According to the information and explanations given to us and the records examined by us, 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 nidhi /mutual benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditor's Report) Order 2003 is not applicable to the Company.

14. According to the information and explanations given to us, and the records examined by us, the Company is not dealing or trading in securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies ( Auditor's Report) Order 2003 is not applicable to the Company.

15. According to the information and explanation given to us, and records examined by us, the company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

16. To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, all long term loans availed by the company were, prima facie, applied by the company during the year for the purpose for which these were obtained.

17. According to the cash flow statement and other records examined by us and according to the information and explanations given to us, on an overall basis, funds raised on short-term basis have prima facie, not been used during the year for long-term investment.

18. During the year under considerationthe Company has made an allotment of 1050000 ( Ten lacs Fifty Thousands ) Equity Shares of Rs. 10 Each at the premium of Rs. 38 per share by converting the Warrant into Equity shares, to the company and other parties covered in the Register maintained underSection 301 of the Companies Act, 1956. These shares are lock in for three years.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year.

20. The Company has not raised any money byway of public issue duringtheyear.

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud was noticed or reported duringtheyear.

For SANDESHJAIN & CO. CHARTERED ACCOUNTANTS

SANDESHJAIN

Place: New Delhi PROPRIETOR

Date :29th May2012 Membership No.087316

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Mar 31, 2010

1. We have audited the attached Balance Sheet of ANG INDUSTRIES LIMITED (formerly known as ANG AUTO LIMITED) as at 31st March, 2010 and Profit & Loss Account and also the Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 (the order) as amended by the Companies ( Auditors Report) (Amendment) Order 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said Order to the extent applicable to the Company.

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

(a) We have obtained all 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 accounts as required by law have been kept by the Company so far as it appears from our examination of the 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 maintained at head office and with the Books of Accounts maintained at all the units and sales Depots.

(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;

(e) On the basis of written representations received from the Directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the Director is disqualified as on 31st March, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

5. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give 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; and

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 Flow Statement, of the Cash Flows for the year ended on that date.

Annexure to the Auditors Report Referred to in paragraph 3 of our report of even date on the accounts of ANG INDUSTRIES LIMITED ( Formerly known as ANG Auto Limited) for the year ended 31st March, 2010

In terms of the information and explanations given to us and on the basis of the books and records examined by us in the normal course of audit and to the best of our knowledge and belief we state that:

1. In respect of its Fixed Assets :

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

b) As per explanation given to us, the Fixed Assets were physically verified by the management at reasonable intervals having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

Though the Company has maintained records relating to fixed assets, the Company may need to comprehensively compile /complete the fixed asset register with particulars including quantitative details and situation of some of its fixed assets. Further, the Company would need to further strengthen its records so as to include adequate breakdown of asset group, description of assets, inter location movement etc. in view of increasing size of the Company.

2. In respect of its Inventories :

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

b) In our opinion and according to the information and explanations provided to us, the procedures of physical verification of inventories followed by the Company were reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

3. (a) According to the information and explanations given to us during the year the Company has not given/ taken any loan to Companies , firms or other parties to be covered in the register maintained under Section 301 of the Companies Act, 1956., except the following :

Opening Debit Credit Closing Balance Balance

Premjit Singh 33,768.82 985,604 0 951,835 Dr. (Cr.)

ANG Logistic 168,435 235,000 0 403,435 Pvt. Ltd. Dr. Dr.

ANG Auto Ltd. 466,475 55,577 0 522,052 Hongkong Dr. Dr.

ANG Auto 145,125,890 1,767,886 141,226,255 5,667,521 (UK) Ltd. Dr. Dr.

(b) No interest has been paid/ taken by the Company on the unsecured loan given /taken from the director & others related parties.

4. According to the information and explanations given to us, there are adequate internal control procedures commensurate with size of the Company and the nature of its business for the purchase of inventory and fixed assets and the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

5. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956:

a) To the best of our knowledge and belief and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register have been so entered.

b) In our opinion and according to the information and explanations furnished to us, the transactions exceeding the value of Rs. Five lacs in respect of any party during the year have been made at prices which are prima facie, reasonable, having regard to the prevailing market prices at the relevant time, where such prices are available.

6. According to the information and explanations given to us, the Company has not accepted any deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956 during the year. Therefore the provisions of clause 4(vi) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

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

8. The Companys management has informed us that the Central

Government has not prescribed the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 for any product of the Company.

9. According to the records of the Company and the information and explanations given to us in respect of statutory and other dues:

a) The Company was generally regular in depositing statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, custom duty, excise duty, cess etc. with the appropriate authorities except for slight delay in few cases of Provident Fund, Employees State Insurance, Sales tax and Tax Deduction at source.

b) According to the information and explanation given to us there are no undisputed amounts payable in respect of income tax and sales tax that were outstanding, as on 31st March, 2010 for a period of more than six months from the date they became payable.

c) According to the information and explanations given to us, details of dues of Income Tax, stamp duty which has not been deposited as on 31st March 2010 on account of any dispute is given below :

Particulars Period in which Forum where Amount Amount relates matter is pending Rs. in lac

Income Tax Assessment Year CIT (Appeal) 42.73 2000-2001

Stamp Duty Fin. Year 2007-08 Revenue Board, 12.73 Allahabad ( U.P.)

Entry Tax Fin Year 2005-06 Deputy Commissioner 0.82 of Commercial Tax, Jaipur

The Company has also appealed against demand of Income tax in above mentioned case in Honble Delhi High Court and the stay is given by the court in same case till any further decision.

10. The Company does not have any accumulated losses at the end of the financial year. However, the Company has suffered loss of Rs. 9,16,65,645 on account of derivative taken by the Company for hedging of FCCB from Yes Bank. This loss was crystalised on 27th April 2010.

11. According to the information and explanations given to us and the records examined by us, the Company has some delayed in repayment of dues to financial institutions or banks or debentures during the year.

12. According to the information and explanations given to us and the records examined by us, 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 nidhi /mutual

benefit fund/society. Therefore, clause 4(xiii) of the Companies (Auditors Report) Order 2003 is not applicable to the Company.

14. According to the information and explanations given to us, and the records examined by us, the Company is not dealing or trading in securities, debentures and other investments. Therefore, clause 4(xiv) of the Companies ( Auditors Report ) Order 2003 is not applicable to the Company.

15. According to the information and explanation given to us, and records examined by us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions.

16. To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans and foreign Currency Convertible Bonds availed by the Company were, prima facie, applied by the Company during the year for the purpose for which these were obtained.

During the Year Company has repurchased and cancelled Foreign Currency Convertible Bonds of Face value of US$ 7 Millions for the final settlement of US$ 3.52 Million . Bond holders had waived all the interest payable on these bonds which amounts to Rs. 3,80,44,202.

Further, for the balance FCCB of US$ 5 million, the Company has reached full and final settlement at 85% of the Face Value to be paid upto 28th June, 2010.

17. According to the cash flow statement and other records examined by us and according to the information and explanations given to us, on an overall basis, funds raised on short-term basis have prima facie, not been used during the year for long-term investment.

18. During the year under consideration the Company has not made any allotment on Preferential basis to the Company and other parties covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us and the records examined by us, the Company has not issued any debentures during the year.

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

21 To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company was noticed or reported during the year.

For Sandesh Jain & Co. Chartered Accountants Registration No. 87316

Sandesh Jain Proprietor Membership No.: 087316

Place : New Delhi Date : 29th May, 2010