Auditor Report of Blue Blends (India) Ltd.

Mar 31, 2016

To the Members of

BLUE BLENDS INDIA LIMITED

Report on the Financial Statements

1. We have audited the accompanying Financial Statements of BLUE BLENDS INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information.

Management’s Responsibility for the Financial Statements

2. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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

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

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

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

6. 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 financial control relevant to the Company’s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the 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, 2016;

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

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

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of subsection (11) of section 143 of the Act, we give in the Annexure ‘A’, a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act, we further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e) on the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B”, and

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

i) the Company does not have any pending litigations which would impact its financial position.

ii) the Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii) there has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure ‘A’ referred to in paragraph 9 of Our Report of even date to the Members of BLUE BLENDS (INDIA) LIMITED (“the Company”) on the accounts of the Company for the year ended 31 st March, 2016

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

(i) In respect of its fixed assets:

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

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

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) In respect of its inventories:

As explained to us, in our opinion, the management has physically verified inventories at reasonable intervals during the year and there was no material discrepancies noticed on such physical verification as compared to the book records.

(iii) In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013:

(a) the terms and conditions of the grant of such loans are not prejudicial to the company’s interest;

(b) such loans are payable on demand and receipt of the principal amount and interest, if any are regular; and

(c) there is no overdue amount of principal and interest in respect of such loans,

(iv) In our opinion and according to the information and explanations given to us the Company has complied with the provisions of sections 185 and 186 of the Act, with respect to the loans, investments and guarantees made.

(v) The Company has not accepted any deposits from the public covered under sections 73 to 76 of the Act.

(vi) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148(1) of the Act in respect of Company’s products and services and are of the opinion that ,prima facie, the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the cost records with a view to determine whether they are accurate or complete.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and on the basis of our examination of records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, as applicable, have been generally deposited regularly with the appropriate authorities.

According to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues were in arrears as at 31 March, 2016 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Excise & Custom Duty, Value Added Tax or Cess except following:-

1. Central Excise Duty of RS. 5.25 lacs for financial years 2001-02 and 2002-03. Company is in appeal before Central Excise and Service Tax Appellate T ribunal, Ahmedabad. However, the Company has paid the full amount under protest.

2. Disputed Sales Tax demands in respect of financial years 2007-08 and 2008-09 under Gujarat Value Added Tax Act, 2003 Rs. 11.69 lakhs. Company is in appeal before Sales Tax Appellate Tribunal, Ahmedabad. However, the Company has paid the full amount under protest.

(viii) According to the explanations and information given to us, and on the basis of our examination of records of the Company, the Company does not have any loans or borrowings from any financial institution or bank and in respect of borrowings from the debenture holders as at Balance Sheet date, the Company has not defaulted in repayment of dues to such debenture holders.

(ix) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. The term loans raised by the Company have been applied by the Company for the purpose for which such loans were obtained.

(x) During the course of our examination of the books and records of the Company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud by the Company or by its officers or employees on it, has been noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

(xi) According to the information and explanations given to us, the provisions of section 197 read with Schedule V to the Companies Act have been complied with in making the payment of managerial remuneration.

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

(xiii) According to information and explanations given to us and based on our examination of the records of the Company, in our opinion, all the transactions entered with the related parties are in compliance with sections 177 and 188 of the Act and the details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) According to information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year in terms of section 42 of the Act. Accordingly, paragraph 3(xiv) of the Order is not applicable.

(xv) According to information and explanations given to us and based on our examination of the records of the Company, the company has not entered into any non--cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act,1934.

Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Blue Blends India Limited (“the Company”) as of 31 March, 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For P.C. SURANA & CO.

Chartered Accountants

(Registration No. 110631W)

(P.C.Surana)

Place: Mumbai Partner

Date : August 11^th, 2016 Membership No.17136

---

Mar 31, 2015

1. We have audited the accompanying standalone Financial Statements of BLUE BLENDS (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31,2015, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information.

Management's Responsibility for the (Standalone) * Financial Statements

2. The management and Board of Directors of the Company are responsible for the 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 Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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

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

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

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

6. 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 financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's management and Board of Directors, as well as evaluating the overall presentation of thefinancial statements.

7. 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

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Accounting Principles generally accepted in India of the state of affairs of the Company as at March 31,2015and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

10. As required by section 143 (3) of the Act,we further 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 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 aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

e) 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 directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Act.

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

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been any occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

Annexure referred to in paragraph 9 of Our Report of even date to the Members of BLUE BLENDS (INDIA) LIMITED("the Company") on the accounts of the Company for the year ended 31st March, 2015 On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of ouraudit, we reportthat:

(i) In respect of its fixed assets:

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

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

(ii) In respect of Its inventories:

(a) As explained to us, the management has physically verified inventories during the year. In our opinion the frequency of verification is reasonable

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

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

(iii) In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013:

a) The principal amounts are repayable on demand and the loans/advances given are interest free.

b) In respect of the said loans/advances and interest thereon, there are no overdue amounts.

(iv) In our opinion and according to the information and explanation 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 assests and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

(v) The Company has not accepted any deposits from the public covered under Section 73 to 76 of the Companies Act, 2013.

(vi) The Central Government has prescribed maintenance of cost records under section 148(1 )of the Companies Act, in respect of products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the same.

(vii) In respect of statutory dues:

(a) According to the information and explanations given to us and records of the Company, undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Cess and other material statutory dues, as applicable, have been generally deposited regularly with the appropriate authorities.

(b) According to the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax, Excise & Custom Duty, Value Added Tax or Cess except following:-

1. Central Excise Duty of RS.5.25 lacs for financial years 2001-02 and 2002-03. Company is in appeal before Central Excise and Service Tax Appellate Tribunal, Ahmedabad.

2. Value Added Tax of Rs.11.69 lacs for financial years 2007-08 and 2008-09. Company is in appeal before Sales Tax Appellate Tribunal, Ahmedabad.

(c) According to the information and explanations given to us, the Company does not have any amount required to be transferred to Investor Education and Protection Fund. The question of reporting delay in transferring such sums does not arise.

(viii) The Company has accumulated losses of Rs. 3633.15 lacs at the end of the Current Year (Previous Year Rs. 4030.93 lacs). It did not incur any cash loss during the current year under report as well as in the immediately preceding previous year.

(ix) According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in the repayment of dues to any financial instituition or Bank or Debentureholders as at the Balance Sheet Date.

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

(xi) The term loans raised by the Company have been applied by the Company forthe purpose for which such loans were obtained.

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

For P. C. SURANA & CO. Chartered Accountants (Registration No. 110631W

(P. C. Surana) Place; Mumbai Partner Date: 23rd April, 2015 Membership No. 17136

---

Mar 31, 2014

We have audited the accompanying financial statements of VISHWAMITRA FINANCIAL SERVICES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March 2014, Statement of Profit and Loss and the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flow of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 notified under the Companies Act, 1956 read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Corporatec 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

1. 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.

2. 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.

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

Basis for Qualified Opinion

1. Attention is drawn to Note No. 17(4) regarding Non-provision of doubtful loan.

2. Attention is drawn to Note No. 17(5) regarding Non-provision for diminution in the value of Investment of a Subsidiary Company.

Opinion

In our opinion and to the best of our information and according to the explanations given to us except for the effects of matter described in the Basid for Qualified Opinion paragraph above, the said accounts give the information required by the Act in the manner so required and give a true and fair view in conformity witti the accounting principles generally accepted in India:

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

(b) In the case of Statement of Profit and Loss, 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 of the Company for the year end on that date; Report on Other Legal and Regulatory Requirements

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:

i. 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;

ii. Except for the effects of the matter described in the Basid for Qualified Opinion paragraph above 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.

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

iv. Except for the effects of matter described in the Basid for Qualified Opinion paragraph above, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 notified under the Companies Act, 1956 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.

v. On the basis of written representations received from the directors as on 31st March 2014, and taken on record, by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of even date to the members of Vishwamitra Financial Services Limited (Formerly known as Blue Blends Finance Limited) on the accounts of the company for the year ended 31 st March 2014.

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

(i) The company does not have any fixed assets and accordingly the provisions of clause (i) (a), (b) and (c) are not applicable to the company.

(ii) According to the information and explanation given to us, the company has no inventory at any time during the year. Therefore, the provisions of clause 4 (ii) of the Companies (Auditor''s report) Order, 2003 are not applicable to the Company.

(iii) (a) The Company has taken Unsecured Loan from Company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs 2,73,25,000/- and the year end balance of such loan is Rs. 12,65,300/-.

(b) According to the information and explanations given to us, rate of interest and other terms and conditions on which Unsecured Loan is taken from parties listed in register maintained under Section 301 of the Companies Act, 1956 are prima Facie not prejudicial to the interest of the Company.

(c) The Company has given Unsecured Loan to parties listed in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year is Rs. 1,86,26,939/- and the year end balance of such loan is Rs. 185,26,939/-.

(iv) In our opinion and according to the information and explanations given to us, there is adequate Internal Control Procedures commensurate with the size of the Company. Also, there is no continuing failure to correct major weaknesses in internal control.

(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into 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, the transactions made in pursuance of contracts or arrangements 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 have been made at prices which are reasonable having regard to prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public and consequently, the directives issued by Reserve Bank of India and provisions of Section 58A and Section 58AA of the Companies Act, 1956 and the rules framed there under are not applicable. (vii) In our opinion, the Company does not have an Internal audit system commensurate with its size and nature of its business.

(viii) According to the information and explanations given to us, maintenance of cost records has not been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956.

Hence, clause 4(viii) of the companies (Auditor''s report) order, 2003 is not applicable to the company.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has generally been regular in depositing undisputed statutory dues including, Income Tax, and other statutory dues during the year with appropriate authorities.

(b) According to information and explanations given to us, no undisputed amounts payable in respect of Income Tax, etc were in arrears, as at 31.03.2014 for a period of more than six months from the date they became payable.

(c) According to the records of the company and the information and explanations given to us, there are no dues of Income Tax, etc., which have not been deposited on account of any dispute.

(x) The Company has accumulated loss as on 31.03.2014. However, the same does not exceed fifty percent of its net worth. Further, the company has not incurred cash losses during the financial year covered by our audit as well as in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the company has not taken loans from any financial institutions or banks as a result of which the company has not defaulted in repayment of its dues to financial institutions or banks.

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

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

(xiv) The company has maintained proper records of transactions and contracts in respect of dealing and trading in shares, securities and other investments and timely entries have generally been made therein. All shares and other securities have been held by the Company in its own name except to extent of exemption granted under section 49 of the Companies Act, 1956.

(xv) The Company has not given any guarantee for loans taken by others from banks or financial institutions. Therefore, the provisions of clause 4 (xv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

(xvi) In our opinion and according to the information and explanation given to us, the company has not raised term loans and accordingly the provision of clause 4 (xvi) of the Companies (Auditor''s Report) order, 2003 are not applicable to the company.

(xvii) According to the information and explanations given to us, we report that no funds raised on short- term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

(xix) According to the information and explanations given to us, during the period covered by our audit report, the company has not issued any debentures hence the provisions of under clause 4 (xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xx) The company has not raised any money by public issue hence the provisions under clause 4 (xx) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

(xxi) According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For J.B.S & Company Chartered Accountants FRN:323734E

Place: Kolkata C.A. GOURANGA PAUL (Partner) Dated: 27.055014 Membership No: 063711

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying Financial Statements of BLUE BLENDS (INDIA) LIMITED ("the Company"), which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit & Loss and the Cash Flow Statement for the year then ended and a Summary of Significant Accounting Policies and other Explanatory Information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

Our responsibility is to express an opinion on these Financial Statements based on our Audit. We conducted our Audit in accordance with 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 misstatements.

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 risk of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the Auditor considers internal control relevant to the Company''s preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances. An Audit also includes evaluating the appropriateness of Accounting Policies used and the reasonableness of the Accounting estimates made by Management, as well as evaluating the overall presentation of the Financial Statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Financial Statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the 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 Statement of Profit & Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

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

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, the Statement of Profit & Loss and the Cash Flows Statement dealt with by this Report are in agreement with the books of Account.

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

(e) On the basis of the written representations received from the Directors as on March 31, 2013, 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 Section 274(1 )(g) of the Act.

Annexure to Independent Auditors'' Report

Referred to in Paragraph 1 under the head of "Report on Other Legal and Regulatory Requirements" of our report of even date.

(i) In respect of its fixed assets:

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

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

(c) In our opinion, the Company has not disposed off substantial part of its fixed assets during the year except sale of leasehold land of its closed manufacturing unit situated at Panoli and the going concern status of the Company are not affected.

(ii) In respect of its inventories:

(a) As explained to us, the management has physically verified inventories during the year. In our opinion the frequency of verification is reasonable

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

(c) The Company has maintained proper records of inventories. As explained to us, there was no material discrepancies noticed on physical verification as compared to the book records.

(iii) In respect of the loans, secured or unsecured, granted or taken by the Company to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act, 1956:

a) The Company has not given any loans/advances to such parties during the year. In respect of loans/advances given to such total Seven parties, the maximum amount outstanding at any time during the year was Rs. 2335.25 lacs and the year-end balance is Rs. 1777.43 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of the loans/advances given by the Company are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand and the loans/advances given are interest free.

d) In respect of the said loans/advances and interest thereon, there are no overdue amounts.

e) The Company has taken loan from such one party during the year and in respect of loans taken from one (previous year two) such parties, the maximum amount payable at any time during the year was Rs.85.73 lakhs and the year end balance is Rs. 56.13 lakhs.

f) In our opinion, and according to the information and explanations given to us, the rate of interest and other terms and conditions were not prejudicial to the interest of the Company.

g) The principal amount of the loan was repayable on demand and interest, if any, was also payable on demand.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act, 1956:

(a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into in 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, where such transactions are in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the same.

(ix) In respect of statutory dues:

(a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31a March, 2013 for a period of more than six months from the date of becoming payable.

(b) According the information and explanations given to us there are no disputed dues in respect of Sales Tax, Income Tax, Wealth Tax, Service Tax and Excise & Custom Duty.

(x) The Company has accumulated losses of Rs. 4563.35 lacs at the end of the Current Year (Previous Year Rs.6663.33 lacs). It did not incur any cash loss during the current year under report as well as in the immediately preceding previous year.

(xi) According to the explanations and information given to us, the Company does not have any outstanding amount payable to any bank or financial institution.

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

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

(xiv) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The term loans raised by the Company have been applied by the Company for the purpose for which such loans were obtained.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has not used the funds raised on short term basis for long term investment.

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

(xix) The Company does not have any debentures issued at the end of the current year and hence there arises no question of creating any security or charge for that.

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

(xxi) In our opinion and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.C. SURANA & CO.

Chartered Accountants

(Registration No. 110631W)

(SUNIL BOHRA)

Place: Mumbai Partner

Date:29th May, 2013 Membership No.39761

---

Mar 31, 2012

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

We conducted our audit in accordance with 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 amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that. - 1. 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;

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

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

4. In our opinion, the Balance Sheet, Statement of Profit & Loss 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.

5. In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record by the Board of Directors, we report that none of the Directors of the Company is disqualified as on 31st March, 2012 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

6. Attention is drawn to the Note No - 'L.2' regarding non- provision of doubtful advances of Rs. 143.11 lakhs.

7. Subject to above, in our opinion and to the best of our information and according to the explanations given to us, they said accounts read together with the Significant Accounting policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2012;

ii) in the case of the Statement of Profit & Loss, of the profit of the Company for year ended on the date; and

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

8 As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that:

(i) In respect of its fixed assets:

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

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

(ii) The Company's operations do not require it to hold inventories. Accordingly clause 4 (ii) of the order is not applicable.

(iii) In respect of loans, secured or unsecured granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has given loan to two such parties. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 217.16 lacs and the year-end balance is Rs.216.61 lacs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions of the loans given by the Company are prima facie not prejudicial to the interest of the Company.

c) The principal amounts are repayable on demand while interest is payable annually in respect of one party and in respect of another party the loans given are interest free.

d) In respect of the said loans and interest thereon, there are no overdue amounts.

e) The Company has taken loans or advances from one such party. The maximum amount outstanding at any time during the year on such loans was Rs.305.88 lacs and the year-end balance is Rs. 295.50 lacs.

0 In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are prima facie not prejudicial to the interest of the Company, g) According to the information and explanations given to us, loans from such parties are interest free and the principal amount is repayable on demand and there is no overdue amount of interest and principal in respect of such loans taken by the Company.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of contracts and arrangements under Section 301 of the Companies Act,1956:

a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that need to be entered into in 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, where such transactions are in excess of Rs. 5 lakhs in respect of each party, the transactions have been made at prices which are prima facie reasonable as per information available with the Company.

(vi) According to the information and explanation given to us, the Company has not accepted any deposits from the public. Therefore, the provisions of Clause (vi) of paragraphs of the Order are not applicable to the Company.

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

(viii) The Central Government has not prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of services of the Company.

(ix) a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income-Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2012 for a period of more than six months from the date of becoming payable,

b) The disputed statutory dues aggregating to Rs. 0.04 Lakhs, that have not been deposited on account of matters pending before appropriate authorities are as under:-

Sr. No. Name of the Statute Nature of dues Forum where dispute is pending Amount (Rs.)

1 Sales Tax Act Sales Tax The Asst. Comm. S.T. 3, 848/-

(x) The Company has accumulated losses of Rs.7.92 Crores . The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

(xi) According to the explanations and information given to us, The Company has not taken any loans from any financial institutes or banks or through issue of any debentures Therefore, the provisions of Clause (xi) of paragraph 4 of the Order as to repayments of such loans are not applicable to the Company.

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

(xiii) In our opinion the Company is not a chit fund / nidhi /mutual benefit fund/society. Therefore, the provisions of Clause 4(xiii) of the Order are not applicable to the Company.

(xiv) The Company has maintained proper records of transactions and contracts in respect of trading in shares, securities, debentures and other investments and timely entries have been made therein. All shares, securities, debentures and other investments have been held by the Company in its own name.

(xv) The Company has not given guarantees for loans taken by others from banks or financial institutions.

(xvi) The Company has not raised any new term loans during the year and it does not have any term loan at the beginning of the year Therefore, the provisions of Clause 4(xvi) of the Order are not applicable to the Company.

(xvii) According to the information and explanations given to us and on overall examine of the Balance sheet of the Company, we are of the opinion that there are no funds raised on short-term basis that have been used for long term investment.

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

(xix) The Company has not issued any Debentures. Therefore, the provisions of Clause 4(xix) of the Order are not applicable to the Company.

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

(xxi) In our opinion and according to the information explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.

for P.C. Surana & Co.

Chartered Accountants

(Registration No.ll0631W)

Place : Mumbai

Date : 26th May,2012 Sunil Bohra

Partner

M. No.39761

---

Mar 31, 2011

We have audited the attached Balance Sheet of M/s. Blue Blends (India) Limited, as at 31st March 2011 and also the Profit S Loss Account and Cash Flow Statement of the Company for the year ended on that dale annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements baaed on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount 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 thai our audit provides a reasonable basis for our opinion. Wo report that:

1. 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.

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

3. The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of amount.

4. In our opinion the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub Section 3 C of Section 211 of the Companies Act, 1856.

5. Entire networih of the Company is eroded and its reference based on which the Hon'ble Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 29" March, 2006 declared the Company as a sick industrial company in terms of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 has been abated by it vide Its order dated 28th June, 2010.

The Company has filed a fresh reference before the Hon'ble BIFR for declaring it as a sick industrial company in terms of section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985 which is registered as Case No.66/2010 and is yet under consideration.

6. In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record, none of the directors of the Company is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

7. Attention is drawn to the Note Ho. 4 of Sehedule-'M'- Notes to the Accounts regarding non- provision of interest liability of Rs. 3126.44 lakhs.

8. Subject to above, 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 Significant Accounting policies and other notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2011;

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

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

9. As required by the Companies (Auditors' Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that;

(i) In respect of its fixed assets:

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

b) As explained to us, the management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical 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.

(ii) In respect of its inventories:

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

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

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

(iii) In respect of loans, secured or unsecured granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) The Company has granted advances of Rs.0.40 Lacs to one such party during the year. In respect of such advances the maximum amount outstanding at any time during the year is Rs 61,15 Lacs and year end balance is Rs. 61.15 Lacs. In respect of advances granted to two companies in the past years the maximum balance at any time during the year was Rs 365.17 Lacs and year end balance is Rs. 357.78Lacs

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are prima facie not prejudicial to the interest of the Company.

c) in respect of loans/advances granted by the Company to such parties, the loans/advances are interest free and are repayable on demand.

d) In respect of advances given by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e) During the year, the Company has taken unsecured loans of Rs 101.50 Lacs from five such parties, the maximum amount at any time during the year was Rs.93.50 and year end balance was Rs 93.50 Lacs. In respect of Loans taken from two Parties in the past years the maximum balance at any time during the year was Rs 926.18 Lacs and year end balance is Rs 459.48 Lacs. The rate of interest, wherever applicable in respect of such loans and other terms and conditions are prima facie not prejudicial to the interest of the Company. The principal amount of such loans is repayable on demand and there is no overdue amount in respecl of such loans.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into 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, where such transactions are in excess of Rs. 5 thousand in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(1)(d) of the Companies Act, 1956 in respect of products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the same.

(ix) In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax," Customs Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2011 lor a period of more than six months from the date of becoming payable.

(x) The Company has accumulated losses of Rs. 6494.18 lakhs. The Company has not incur any cash loss during the financial year covered by our audit as well as in Ihe immediately preceding financial year.

(xi) According to the explanations and information given to us the Company is in default in repayment of dues to certain Financial Institutions and Banks, settlement of which are under negotiation with respective lenders,

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

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

(xiv) The Company has maintained proper records of transactions and contracts in respecl of trading in securities, debentures and other investments and timely entries have been made therein. The Company in its own name has held all shares, debentures and other investments.

(xv) The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanation given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has repaid certain Term Loans and acquired some fixed assets out of the sources generated by its business operating activities.

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

(xix) The Company doesn't have any debenture issued during the year under report.

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

(xxi) In our opinion and according to the information explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statements to be materially misstated.

For P.C. Surana & Co, Chartered Accountants (Registration No.110631W)



Sunii Bohra Partner Place : Mumbai. M- No: 39761 Dated :12th August, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of M/s. Blue Biends (India) Limited, as at 31st March 2010 and also the Profit & Loss Account and Cash Flow Statement of the Company tor the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements ate free of material misstatement.

An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We report that: -

1. 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.

2. In our opinion, proper books of account as required by law have been kept by the Company, so far as appears from our examination of the books o! account.

3. The Balance Sheet, Profit S Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

4. In our opinion the Balance Sheet, Profit 8 Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in Sub Section 3 C of Section 211 of the Companies Act, 1956.

5. The Company has been declared Sick Industrial Company within the meaning of clause (o) of sub- section (1) of Section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Honble Board for Industrial and Financial Reconstruction (BIFR) under the provisions of Sick Industrial Companies (Special Provisions) Act 1985 vide their order dated 29 March, 2006 and it is so declared till the year end date.

Attention is drawn to note No. 4 of Schedule M - notes to the Accounts regarding the present status of the Company before the Honble BIFR.

6. In our opinion and on the basis of the information & explanations given to us and on the basis of the written representations received from the Directors and taken on record, none of the directors of the Company is disqualified as on 31th 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.

7. Attention isdrawntofheWoferVo.4o/Sc/iedu/e-M-Wofesto(/je>lccoontsregarding non-provision of interest liability of Rs. 2598.72 lakhs.

8. Subject to above, in our opinion and to the best of our informafion and according to the explanations given to us, the said accounts read together with the Signiiicant Accounting policies and ofher notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 3151 March, 2010;

(ii) in thecase of the Profit & Loss Account, of the profit of the Company for the year ended on the date; and

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

9. As required by the Companies (Auditors Report) Order, 2003, issued by the Central Government of India in terms of Section 227(4A) of the Companies Act, 1956 and on the basis of such checks of books and records of the Company as we considered appropriate and according to the information and explanations given to us during the course of audit, we further state on the matters specified in paragraphs 4 and 5 of the said Order that;

(i) In respect of its fixed assets:

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

b) As explained to us, She management during the year has physically verified the fixed assets in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical 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.

(ii) In respect of its inventories:

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

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

c) The Company has maintained proper records of inventories. As explained to us, there were no material discrepancies noticed on physical verification as compared to the book records.

(iii) In respect of loans, secured or unsecured granted or taken by the Company to/from companies, firms orofher parties covered in the registermaintainedundersection 301 of the Companies Act, 1956:

a) The Company has granted advances of Rs.0.55 lacs to two such parties during the year. In respect of such advances the maximum amount outstanding at any time during the year is Rs 112.65 Lacs and yearend balance is Rs 112.65 Lacs. In respect of advances granted to two companies in the past years the maximum balance at anytime during the year was Rs 920.31 Lacs and year end balance is Rs 912.22 Lacs

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and ofher terms and conditions are pnmafac/e not prejudicial to the interest of the Company.

c) In respect of loans/advances granted by the Company to such parties.the loans/advances are interest free and are repayable on demand.

d) In respect of advances given by the Company, these are repayable on demand and therefore the question of overdue amounts does not arise.

e) During the year, the company has taken unsecured loans of Rs 805.84 Lacs taken from two such parties the maximum amount at any time duringtheyear and year end balance was Rs 805.84 Lacs. The rate of interest, wherever applicable in respect of such loans and ofher terms and conditions are prima facie not prejudicial to the interest of the Company. The principal amount of such loans is repayable on demand and there is no overdue amount in respect of such loans.

(iv) In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business. During the course of our audit, we have not observed any major weaknesses in internal controls.

(v) In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information given to us, the transactions made in pursuance of contracts or arrangements that needed to be entered into in 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, where such transactions are in excess of Rs. 5 lakhs in respect of any party, the transactions have been made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion the internal audit system of the Company is adequate commensurate with its size and nature of its business.

(viii) The Central Government has prescribed maintenance of cost records under section 209(1 )(d) of the Companies Act, 1956 in respect of products of the Company. We have broadly reviewed the accounts and records of the Company in this connection and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. However, we have not made any detailed examination of the same,

(ix) In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and ofher statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanation given to us, no undisputed amounts payable in respect of the aforesaid dues were outsianding as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

* (x) The Company has accumulated losses of Rs. 7050.45 lakhs. The Company did not incur any cash loss during the financial year covered by our audit, but there was cash loss of Rs. 58.59 lacs in the immediately preceding financial year.

(xi) According to the explanations and information given to us the Company is in default in repayment of dues to certain Financial Instifutions and Banks, settlement of which are under negofiation with respective lenders.

(xii) In our opinion and according to the information and explanation given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and ofher securities.

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

(xiv) The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and ofher investments and timely entries have been made therein. The Company in its own name has held all shares, debentures and ofher investments.

(xv) The Company has given guarantees forloans taken by ofhers from banks orfinancial institutions. According to the information and explanation given to us, we are of the opinion thai the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

(xvi) The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that the Company has repaid certain Term Loans and acquired some fixed assets out of the sources generated by its business operating activities.

(xviii) During the year, the Company has not made any preferential allofment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The Company doesnt have any debenture issued during the year under report.

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

(xxi) In our opinion and according to the information explanations given to us, no fraud on or by the Company has been noticed or reported during the year that causes the financial statemenls to be materially misstated.

For P.C. Surana & Co. Chartered Accountants Registration No. 110B31W

Sunil Bohra Place: Mumbai. Partner

Dated: 20th August, 2010 M. No: 39761