Auditor Report of Auto Pins (India) Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of AUTO PINS (INDIA) LIMITED (THE ''COMPANY'') (the ''Company^, which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year ended on that date and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 as amended (the ''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its Profits, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 41 of the standalone Ind AS financial statements relating to non-provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for at the time of retirement. Resignation or termination of employee.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Except for the matter described in the Emphasis Matter Paragraph, we have determined that there are no other key audit matters to communicate in our report.

Information other than the Financial Statements and Auditor''s Report thereon

• The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in Company''s annual report, but does not include the standalone financial statements and auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Director''s Responsibility for the standalone Financial Statements

The Company''s Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, cash flow and changes in equity of the Company in accordance with the accounting principles generally accepted in India including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these the standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and Board of Directors.

• Conclude on the appropriateness of management and Board of director''s use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

2. A. As required Section 143(3) of the Act, based on our audit 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 it appears from our examination of those books except for the matter stated in the paragraph 2(B)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014.

c) The standalone balance sheet, the standalone statement of profit and Loss including other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31^st March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) and paragraph 2(B)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such control, refer to our separate report in “ Annexure B".

B. With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection

Fund by the Company. However there is delay in transferring old outstanding amount, required to be transferred to the investor education & protection fund by the company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or

loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. The dividend declared or paid during the year by the Company, if any, is in compliance with section 123 of the Act.

vi. Based on our examination, the Company has used accounting software and is in the process of establishing necessary controls and maintaining documentation regarding audit trail. Consequently, we are unable to comment on the audit trail feature of the aforesaid software. Accordingly, as a result, we are unable to comment on whether the audit trail had operated throughout the year or was tampered with.

3. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act :

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid/ payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For Sanjay Rawal & Co.

Chartered Accountants.

(Firm Reg. No. 012820N)

SANJAY RAWAL

Partner

Membership No: 088156

UDIN: 24088156BKGPIL7723

Place: New Delhi

Date: 28.05.2024

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Mar 31, 2023

We have audited the accompanying standalone financial statements of AUTO PINS (INDIA) LIMITED (THE ''COMPANY'') (the ''Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year ended on that date and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 as amended (the ''Act'') in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India,of the state of affairs of the Company as at 31 March 2023, and its Profits, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 41 of the standalone Ind AS financial statements relating to non provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for at the time of retirement of employee.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Except for the matter described in the Emphasis Matter Paragraph, we have determined that there are no other key audit matters to communicate in our report.

Information other than the Financial Statements and Auditor''s Report thereon

• The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in Company''s annual report, but does not include the standalone financial statements and auditor''s report thereon.

• Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

• In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Director''s Responsibility for the standalone Financial Statements

The Company''s Management and Board of Directors is responsible for the matters stated in Section 134(5) of 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 including other comprehensive income, cash flow and changes in equity of the Company in accordance with the Ind As and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these the standalone financial statements.

As part of an audit in accordance with Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management and Board of Directors.

• Conclude on the appropriateness of management and Board of directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period Fand are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

1. A. As required Section 143(3) of the Act, based on our audit 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 it appears from our examination of those books.

c] The standalone balance sheet, the standalone statement of profit and Loss including other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in equity dealt with by this report are in agreement with the books of account.

d] In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under Section 133 of the Act.

e] On the basis of the written representations received from the directors as on 31^st March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2] of the Act.

f] With respect to adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such control, refer to our separate report in “ Annexure A”.

g] In our opinion, the managerial remuneration for the year ended March 31, 2023 has been paid / provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act.

B. With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors] Rules, 2014 (as amended], in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in the standalone financial statements;

ii. The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any, on long-term contracts including derivative contracts;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

However there is delay in transferring old outstanding amount, required to be transferred to the investor education & protection fund by the company.

iv. (a] The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from

borrowed funds or share premium or any other sources or kind of funds] by the Company to or in any other person or entity, including foreign entity (“Intermediaries”], with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b] The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate] have been received by the Company from any person or entity, including foreign entity (“Funding Parties”], with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c] Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i] and (ii] of Rule 11(e], as provided under (a] and (b] above, contain any material misstatement.

v. The dividend declared or paid during the year by the Company, if any, is in compliance with section

123 of the Act.

vi. As proviso to Rule 3(1] of the Companies (Accounts) Rules, is applicable for the Company with effect from April 1,2023, reporting under Rule 11(g) of Companies ( Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31,2023.

2. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For Sanjay Rawal & Co.

Chartered Accountants.

(Firm Reg. No. 012820N)

Sd/-

SANJAY RAWAL Partner

Membership No: 088156 UDIN: 23088156BGVNYU8563 Place: New Delhi Date: 30.05.2023

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Jun 30, 2014

We have audited the accompanying financial statements of AUTO PINS INDIA LIMITED, which comprise the Balance Sheet as at 30th June 2014, and the Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, and financial performance in accordance with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. This responsibility includes the design, Implementation and maintenance of Internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error, in making those risk assessments, the auditor considers internal control relevant to Che Company''s preparation and fair presentation or 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.

Opinion

In our opinion and to the best off 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:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2014;

(ii) In the case of the Statement of Profit and Loss, of the PROFIT for the year ended on that date,and

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

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No. 2.25 of the financial statements relating to non-provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for on cash basis.

Report on Other Legal and Regulatory Requirements

1. The Companies (Auditor’s Report) Order, 2003 (‘Order’), issued by the Central Government of India in terms of sub-section (4A) of section 227 of (the Act, 1956 enclose in the Annexure, a statement on the matters specified m paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, 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 as required by law have been kept by the Company, so far as appears from our examination of those books;

(iii) the Balance Sheet, and the Statement of Profit and Loss, and Cash flow statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, and the Statement of Profit and Loss dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. And

(v) On the basis of written representations received from the directors, as at 30th June 2014, and taken on record by the Board or Directors, we report that none of the directors Is disqualified as on 30th June 2014 from being appointed as a director In terms of clause (g) of sub-section (1) of section 274 of the Act.

Annexure To The Auditor''s Report

Referred to in paragraph 1 of our report of even date,

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

(b) All the Assets have not been physically verified by the Management during the year, and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(ii) a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the Company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956, Accordingly, the provisions of clause 4{iii) (b) (c) (d) (f) and (a) of the order are not applicable.

(v) In our opinion and according to the information and explanations given to us, there are adequate Internal control procedures commensurate with the size of the company and the nature of its business tor the purchase of inventory and fixed assets and for sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(vi) (a) According to the Information and explanation given to us,we are of the opinion that the transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

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

(vii} During the year under review, the company has not accepted any deposits frtim public.

(viii) In our opinion, the company has an adequate In-house internal Audit system.

(ix) We have broadly reviewed the Books of Accounts maintained by the Company pursuant to the rules made by central government for the maintenance of cost records under section 209(i) (d) of the Companies Act, 1956, and are of the opinion that prime facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete,

(x) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 30/06/2014 for a period of more than 6 months from the date they became payable,

a) Investor Education ft Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 43,170.00

(b) According to the records of the company, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess which have not been deposited on account of any dispute.

(xi) The company has no accumulated losses and has not incurred cash losses during the financial year ravened by our audit and the Immediately preceding financial year.

(xii) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues, the Company has not defaulted in repayment of dues to financial institutions and/or Banks

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

(xiv) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xv) The nature of company''s business/activities during the year does not Include dealing In shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xvi) According to the information and explanation given to us, the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xvii) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xviii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term Investment by the company.

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

(xx) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xxi) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxii) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.



For Sanjay Rawal & Co. Chartered Accountants Firm Regn. No. 012820N

Sd/- (Sanjay Rawal) Partner Membership No-088156

Place: New Delhi Dated: 02.12.2014

---

Jun 30, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of AUTOPINS INDIA LIMITED , which comprise the Balance Sheet as at 30th June 2013, and the Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditor''s Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the 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.

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: (i) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2013; (ii) In the case of the Statement of Profit and Loss, of the PROFIT for the year ended on that date ,and (iii) In the case of Cash flow statement, of the cash flows for the year ended on that date.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note No.2.25 of the financial statements relating to non provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for on cash basis.

Report on Other Legal and Regulatory Requirements

1. The Companies (Auditor''s Report) Order, 2003 (''Order''), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, 1956 enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. As required by section 227(3) of the Act, 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 as required by law have been kept by the Company, so far as appears from our examination of those books;

(iii) the Balance Sheet, and the Statement of Profit and Loss, and Cash flow statement dealt with by this report are in agreement with the books of account;

(iv) in our opinion, the Balance Sheet, and the Statement of Profit and Loss, and cash Flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act to the extent applicable; and

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

Referred to in paragraph 1 of our report of even date,

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

(b) All the Assets have not been physically verified by the Management during the year, and no material discrepancies were noticed on such verification

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(ii) a) The Inventory has been physically verified during the year by the

Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iti) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(vi) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. Accordingly, para v(b) of the Companies {Auditors'' Report) Order, 2003 is not applicable.

(vii) During the year under review, the company has not accepted any deposits from public.

(viii) In our has an adequate in-house internal Audit system..

(ix) We have broadly reviewed the Books of Accounts maintained by the Company pursuant to the rules made by central government for the maintenance of cost records under section 209(i) (d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained, We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(x) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 30/06/2013 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 28,890.00

(b) According to the records of the company, , there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(xi) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(xii) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

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

(xiv) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xv) The nature of company''s business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xvi) According to the information and explanation given to us , the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xvii) According to the infprmattprsnd explanation given to us no term Loan has been taken byihe Comply during the year.

(xviii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xix) The company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and the price at which shares have been issued is prejudicial to the interest of the company.

(xx) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xxi) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxii) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

Firm regn. 00138364610

(Sanjay/Rawal)

Partner

Membership No.088156

Place: New Delhi

Dated: 30.10.2013

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Jun 30, 2012

1. We have audited the attached Balance Sheet of Auto Pins (India) Lid. as al 30th June 2012 and also Statement of Profit & Loss and the cash flow statement for the year ended on that date annexed hereto.

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

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

4. 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 our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, except as referred in (vi) below.

iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Mow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 , except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 30 June 2012 and taken on record by board of director, we report that none of the directors is disqualified as on 30th June 2012 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) We report that:

a. Note No. 2.25 regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting Standard rules 2006, amount not ascertained by the management.

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact (to the extent ascertainable) as given in paragraph VI above 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 30th June 2012;

b. In the case of Statement of Profit and Loss, of the PROFIT 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.

Referred to in paragraph 3 of our report of even date,

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

(b) All the assets have been physically verified by the management during the year. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(ii) a) The Inventory has been physically verified during the year by the Management.

In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(v) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. Accordingly, para v(b) of the Companies (Auditors'' Report) Order, 2003 is not applicable.

(vi) During the year under review, the company has not accepted any deposits from public.

(vii) In our opinion, the company has an adequate in-house internal Audit system.

(viii) We have broadly reviewed the books of accounts maintained by the company pursuant to the rules made by central government for the maintenance of cost records under section 209(1) (d) of the Companies Act,1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees'' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 30/06/2012 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

b) Labour Welfare Fund Rs. 13,320.00

(b) According to the records of the company, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(xi) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

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

(xiii) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xiv) The nature of company''s business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xv) According to the information and explanation given to us , the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xvi) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xvii) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

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

(xix) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xx) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxi) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

FIRM REGN NO. 012020N

(Sanjay Rawal)

Partner

M. NO. 088156

Place: New Delhi

Dated: 03/12/2012

---

Jun 30, 2011

1. We have audited the attached Balance Sheet of Auto Pin's (India) Ltd. as at 30th June 2011 and also the Profit & Loss account and the cash flow statement for the year ended on that date annexed hereto. These financial statements are 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, the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

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

4. 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 our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so. far as appears from our examination of those books, except as referred in (vi) below.

iii) The Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 30th June 2011 and taken on record by board of director, we report that none of the directors are disqualified as on 30th June from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

vi) We report that:

a) Note No.4(a) regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting, Standard rules 2006, amount not ascertained by the management

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact( to the extent ascertainable) as given in paragraph VI above give a true and fair view in conformity with the accounting principles generally accepted in India:

b) In the case of the Balance Sheet, of the state of affairs of the Company as at 30th June 2011:

c) In the case of Profit and Loss Account, of the PROFIT for the year ended on that date, and

d) In the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITOR'S,REPORT

Referred to in paragraph 3 of our report of even date,

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) Assets have not been physically verified by the Management during the year.

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(ii) a) The Inventory has been physically verified during the year by the Management. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physically verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956. Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(iii) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. According, Para v(b) of the Companies (Auditors' Report) Order, 2003 is not applicable.

(iv) During the year under review, the company has not accepted any deposits from public.

(v) In our opinion, the company has an adequate in house internal Audit system..

(vi) According to information and explanation given to us provision of section 209 (i) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply to the company. '

(vii) (a) According to the records of the company, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 30/06/2011 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

(b) According to the records of the company, except for disputed Sales Tax dues of Rs. 5,00,000.00 as referred to in Note No.1 being contested before Sales Tax Appellate authority, there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(viii) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash loss.es in immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for -Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks.

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

(xi) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xii) The nature of company's business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xiii) According to the information and explanation given to us , the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xiv) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xv) According to the Information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

(xvi) The company has made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 and the price of the same in our opinion is not prima facie prejudicial to the interest of the company,

(xvii) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xviii) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xix) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co. Chartered Accountants:: FIRM REGN NO. 012820N

(Sanjay Rawal) Partner

M. NO.088t56

Place: New Delhi

Dated: 15.11.2011

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of Auto Pins (India) Ltd. as at 31st March 2010 and also the Profit & Loss account and the cash flow statement for the year ended on that date annexed hereto.

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

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

4. 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 our knowledge and belief were necessary for the purposes of our audit;

ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, except as referred in (vi) below.

iii) The Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

iv) In our opinion, the Balance Sheet, Profit & Loss account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 , except as referred in (vi) below.

v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by board of director, we report that hone of the directors are 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;

vi) We report that:

a) Note No.4(a) regarding Non provision of leave salary and gratuity of employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting Standard rules 2006, amount not ascertained by the management

vii) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes thereon give the information required by the Companies Act, 1956, in the manner so required and subject to our remark with their resultant impact( to the extent ascertainable) as given in paragraph VI above give a true and fair view in conformity with the accounting principles generally accepted in India:

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

c) In the case of Profit and Loss Account, of the PROFIT for the year ended on that date, and

d) 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,

(i) (a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets

(b) Assets have not been physically verified by the Management during the year.

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(ii) a) The Inventory has been physically verified during the year by the Management.

In our opinion, the frequency of verification treasonable.

(b) The procedures of physically verification of inventories followed by the Management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book record were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301, of the Companies Act, 1956.

Accordingly, the provisions of clause 4(iii) (b) (c) (d) (f) and (g) of the order are not applicable.

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

(iii) According to the information and explanations provided by the management, there were no transactions that need to be entered into a register in pursuance of Section 301 of the Companies Act , 1956. According, para v(b) of the Companies (Auditors Report) Order, 2003 is not applicable.

(iv) During the year under review, the company has not accepted any deposits from public.

(v) In our opinion, the company has an adequate inhouse internal Audit system..

(vi) According to information and explanation given to us provision of section 209 (i) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply to the company.

(vii) (a) According to the records of the company, the company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 31/03/2010 for a period of more than 6 months from the date they became payable.

a) Investor Education & Protection Fund Rs. 2,94,118.00

(b) According to the records of the company, except for disputed Sales Tax dues of Rs. 20,68,084.00 as referred to in Note No.l being contested before Sales Tax Appellate authority,there are no dues of Income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/cess Cess which have not been deposited on account of any dispute.

(viii) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not incurred cash losses during the financial year and has also not incurred cash losses in immediately preceding financial year.

(ix) Based on our audit procedures and according to the information and explanation given to us, we are of the opinion that in view of approval of Rehabilitation/Revival proposal by Board for Industrial and Financial Reconstruction and settlement with Financial Institutions by paying the dues , the Company has not defaulted in repayment of dues to financial institutions and/or Banks

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

(xi) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/ Society are not applicable to the company.

(xii) The nature of companys business/activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xiii) According to the information and explanation given to us , the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xiv) According to the information and explanation given to us no term Loan has been taken by the Company during the year.

(xv) According to the information and explanation given to us and on an overall examination of the Balance Sheet of the company, we report that during the year no funds raised on short-term basis have been used for long term investment by the company.

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

(xvii) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xviii) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does notarise.

(xix) Based upon the audit procedures performed and information and explanations given by the Management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For Sanjay Rawal & Co.

Chartered Accountants

FIRM RFGN NO , 012820N

Partner

M. NO. 088156

Place: New Delhi

Dated: 31.08.2010