Auditor Report of Devine Impex Ltd.

Mar 31, 2024

We have audited the accompanying Ind AS financial statements of DEVINE IMPEX LIMITED (“the
Company”), which comprise the Balance Sheet as at 31st March, 2024, the Statement of Profit and Loss
(including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity
for the year then ended, and a summary of the significant accounting policies and other explanatory
information (herein after referred to as “Standalone Ind AS Financial Statements”).

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 including;

(a) In the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2024;

(b) In the case of the Statement of Profit and Loss including Other Comprehensive Income, of the Profit of
the Company for the year ended on that date,

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

(d) In the case of Statement of Changes in Equity, changes in equity for the year ended on that date.

2. Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the 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
together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period. In our opinion, there are no key audit matters to be reported.

4. INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR’S REPORT THEREON

The company’s Board of Directors and management is responsible for the preparation of the other
information. The other information comprises the information included in the Management Discussion and
Analysis, Board’s Report including Annexures to Board’s Report, Business Responsibility Report, Corporate
Governance and Shareholder’s Information, but does not include the consolidated financial statements,
standalone financial statements and our auditor’s report thereon.

Our opinion on the 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 financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the 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.

5. Management’s Responsibility for the Standalone Financial Statements

The Company s Board of Directors and management is 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, (changes in equity) and cash flows of
the Company in accordance with the IND AS the accounting principles generally accepted in India, including
the accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

This responsibility also includes 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 financial statement that gives a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is 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 management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

6. Auditors’ Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the 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 SAs 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 financial statements.

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

(i) 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.

(ii) Obtain an understanding of internal financial controls 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.

(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

(iv) Conclude on the appropriateness of management’s use of the going concern basis of accounting 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.

(v) 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonable knowledgeable user of the financial statements
may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our
audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

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.

7. Report on Other Legal and Regulatory Requirements
I. As required by Section 143 (3) of the Act, we report that:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the
statement of cash flows and the statement of changes in equity dealt with by this report are in agreement
with the books of account

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

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

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal
financial controls over financial reporting.

(g) With respect to the other matters to be included in the auditor’s report in accordance with the
requirements of section 197(16) of the Act, as amended:

In our opinion, and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its Directors during the years is in accordance with the provisions of
Section 197 of the Act.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, 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 its Ind AS
financial statements as referred to in Note 2.21 to the Ind AS financial statements;

ii) The Company has made provision, as required under the applicable law or Indian accounting
standards, for material foreseeable losses, if any, and as required on long-term contracts including
derivative contracts;

iii) No amount was required to be transferred to the Investor Education and Protection Fund by the
Company.

iv) a) 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 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) No dividend has been declared or has been proposed to be declared during the year. Accordingly,
this clause is not applicable.

vi) Based on our examination, which include test checks, the Company has used accounting software for
maintaining its books of accounts for the financial year ended 31" March 2024 which has the feature
of recording the audit trail (edit log) facility and the same has operated throughout the year for all
the relevant transactions recorded in the software. Further, during the course of our audit we didn’t
come across instances of the audit trail feature being tempered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 on preservation of
audit trail as per the statutory requirements for record retention is not applicable for the financial
year ended March 21,2024.

II. 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 clauses 3 and 4 of the Order.

For DEEPAK JINDAL & CO.

Chartered Accountants
Firm Regn. No. 023023N

Sd/-

(Deepak Jindal)

Partner
M. No. 514745

Place: Chandigarh UDIN- 2MS|MnMS&KD''2lX5>3^£m

Date: 2g-05-2014 '' " ~ ^ "

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Mar 31, 2015

We have audited the accompanying financial statements of DEVINE IMPEX LIMITED ("the". Company"), which comprise the Balance Sheet as at March 31, 2015, the Profit and Loss Statement, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is 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 the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

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

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

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with 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 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 the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

4. 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, of the state of affairs of the Company as at 31st March, 2015, and its profit and its cash flows for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

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

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

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

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

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

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

1) The Company has disclosed the impact of pending litigations on its financial position in its financial statements referred in Note No. 2.20 (a) to the financial statements;

2) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

3) No amount was required to be transferred to the Investor Education and Protection Fund by the Company.

ANNEXURE TO INDEPENDENT AUDITOR'S REPORT

Referred to in Paragraph 5 under the heading "Report on Other Legal and Regulatory Requirements" as per our report of even date

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets;

(b)As explained to us, the fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(ii) (a) According to the information and explanations given to us, the Company has conducted physical verification of inventory at year ended 31st March 2015.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

(iii)According to the information and explanations given to us, the Company has during the year not granted loans, secured or unsecured, to Companies, Firms or other Parties Listed in the Register maintained under Section 189 of the Companies Act, 2013. Accordingly, the provisions of clause 3(iii)(a)&(b) of the Companies (Auditor Reports) Order 2015 are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system. -

(v) According to the information and explanation given to us and the records of the Company examined by us the company has not accepted any deposits from the public hence provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under are not attracted

(vi) According to the information and explanations given to us by the Management, the Central ' Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013.

(vii) (a) According to the information and explanation given to us and the records of the Company examined by us, the Company is generally regular in depositing the undisputed Statutory Dues including Provident Fund, Employee's State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and no other material Statutory Dues were outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Duty of Customs, and Duty of Excise/Cess, which are outstanding as at 31st March, 2015, and have not been deposited on account of any dispute.

(c) No amount is required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under.

(viii) The Company does not have accumulated losses as at 31st March 2015 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in. repayment of dues to banks during the year. Further, the Company has not taken any loans from any Financial Institutions nor issued any debentures.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xi) The company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the Management.

FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

Place: Chandigarh FIRM REGN. NO. 006185N

Date : 28.05.2015 Sd/-

(MOHIT CHAWLA)

PARTNER

M. NO. 504889

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Mar 31, 2014

1. Report on the Financial Statements

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

2. Management''s Responsibility for the Financial Statements

The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards 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 in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. 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 the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 the 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Managemet as well as evaluating the overall presentation of the financial statements.

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

6. Opinion

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

(a) in the case of the Balance Sheet, of the State of Affairs of the Company as at 31st March, 2014;

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

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, (“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.

8. 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 purposes of our audit.

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

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

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under 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.

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

Referred to in Paragraph 7 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date

(i) (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of Fixed Assets ;

(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) The company has not disposed off substantial part of fixed assets during the year.

(ii) (a) According to the information and explanations given to us, the Company has conducted physical verification of inventory at year end on 31st march 2014.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt in the books of accounts.

(iii) According to the information and explanations given to us, the Company has during the year neither granted nor taken any loans, secured or unsecured, to/from Companies, Firms or other Parties Listed in the Register maintained under Section 301 of the Companies Act, 1956.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.

(v) (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transaction made in pursuance of such contracts or arrangements and exceeding the value of five lacs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company’s specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanation provided, the same appear reasonable.

(vi) In our opinion, and according to the information and explanation given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1875.

(vii) In our opinion, the Company has an Internal Audit System commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under section 209(l)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us and the records of the Company examined by us, the Company is generally regular in depositing the undisputed Statutory Dues including Provident Fund, Employee’s State Insurance, Income Tax, Service Tax, wealth tax, customs duty, cess and no other material Statutory Dues were outstanding at the year end for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty/Cess, which are outstanding as at 31st March, 2014, and have not been deposited on account of any dispute, which are outstanding for a period exceeding six months from the date they became payable.

(x) The Company does not have accumulated losses as at 31st March 2014 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

(xi) According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to banks during the year. Further, the Company has not taken any loans from any Financial Institutions or banks or not issued any debentures.

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

(xiii) The Company is not a chit fund or a nidhi or a 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 is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment. The investments are held by the company in its own name except to the extent exempted under section 49 of the Act.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Banks or Financial Institutions during the year.

(xvi) In our opinion and according to the information and explanations given to us, on an overall basis, the company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

(xvii) On the basis of an overall examination of the Balance Sheet and Cash Flow Statement of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investment other than temporary deployment pending application.

(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 during the year.

(xix) According to the information and explanation given to us, the Company has not issued any debentures during the year.

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

(xxi) During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such cases by the Management.

FOR DATTA SINGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 006185N

Sd/- MOHIT CHAWLA Place; Chandigarh PARTNER Dated : 28.05.2014 M.NO. 504889

---

Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of DEVINE IMPEX LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March , 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to. obtain audit evidence about the amounts and the 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 the 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 the 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:

(a) in the case of the Balance Sheet, of the State of Affairs of the Company, as at 31st March, 2013;

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

(c) in the case of the Cash Flow Statement, of the Cash Flows of the Company, 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.

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. purposes of our audit.

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

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

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

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

ANNEXURE TO INDEPENDENT AUDITOR''S REPORT

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

1 In respect of its Fixed Assets:

(a) The Company is maintaining 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 fixed assets have been physically verified by the management at reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

(c) During the year, the Company has not disposed off substantial part of its fixed assets.

2 In respect of its Inventory:

(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3.

(a) i.The Company had granted unsecured loans to its 100% Subsidiary Company, listed in the register maintained under Section 301 of the Companies Act 1956. The yearend balance of such loan was Rs. Nil (Previous year Rs. 239.05 lacs), maximum amount involved during the year was Rs. 239.05 lacs (Previous year Rs. 241.21 lacs).

ii. In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions of such loan were not prima facie prejudicial to the interests of the Company.

iii. As per information and explanations given to us, payment of the principal amount and interest were regular as the said loan was repayable on demand alongwith interest due thereon.

b) In our opinion and according to the information and explanations given to us, the Company has not accepted unsecured loans from parties listed in the register maintained under Section 301 of the Companies Act 1956.

4 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 raw materials and plant & machinery, and also for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to. be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company''s specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8 The Central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9 (a) The Company has been regular in depositing undisputed statutory dues including provident fund, employees'' state " wealth tax, customs duty, service tax, excise duiy, cess emu uuici maieum suuuiory dues as applicable with the appropriate authorities in India and has generally been regular in depositing undisputed statutory dues including tax deducted at source with the appropriate authorities. We are informed that there are no undisputed statutory dues as at the end outstanding for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Income Tax, Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty/Cess, which are outstanding as at 31st March, 2013, and have not been deposited on account of any dispute, which are outstanding for a period exceeding six months from the date they became payable.

10 The Company does not have accumulated losses as at 31st March 2013 and it has not incurred cash losses during the current financial year or in the immediately preceding financial year.

11 According to the records of the-Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13 The Company is not a chit fund or a nidhi or a 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.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment. The investments are held by the company in its own name except to the extent exempted under section 49 of the Act.

15 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the company has not availed of any term loan and hence there is no requirement for compliance of term loans having been applied for the purposes for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

18 The Company has not made any preferential allotment of shares during the year to parties and companies covered in the Register maintained under section 301 of the Act.

19 The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given, to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been inf omied of any such case by the management.

FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 006I85N

Sd/-

APURVBANSAL PARTNER

Place: Chandigarh M. NO. 523484

Dated: 30.05.2013

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Mar 31, 2011

We have audited the attached Balance Sheet of Devine Impex Limited as at 31st March, 2011 and also the Profit and Loss Account and 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.

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

2. As required by the Companies (Auditor's Report) Order, 2003 issued by the Ministry of Corporate Affairs in terms of Section 227 (4A) of the Companies Act, 1956 we enclose in the annexure a statement on the matters specified in paragraph 4 & 5 of said order:

3. Further to our comments in the annexure referred to in paragraph (1) above, we report that: -

a) We have obtained all the information and explanation 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts.

d) In our opinion, the Balance Sheet and the Profit and Loss Account comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956, subject to Notes on Accounts forming part of Balance Sheet.

e) As per information and explanation given to us, none of the directors of the company is disqualified from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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 and

ii) In the case of the Profit and Loss account, of the Loss of the Company for the year ended on that date.

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

ANNEXURE REFERRED TO IN PARAGRAPH 2 OF OUR REPORT TO THE MEMBERS OF DEVINE IMPEX LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2011.

1 (a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management at the reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

(c) During the year, the Company has not disposed off substantial part of the productive fixed assets.

2(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is mamtaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the book records were not material and have been properly dealt with in the books of accounts.

3. (a) The Company has granted and taken loans, secured or unsecured from Companies, Firms and other Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

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

c) As there is no stipulation regarding repayment of loans and advances, we are unable to comment whether payment of the principal amount and interest are regular or not.

4 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 with regard to the purchase of stores, raw materials including the plant & machinery, vehicles, equipment and other assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Company's specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the Company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8 No cost records have been prescribed by the Central Government under Section 209(1) (d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, service tax, excise duty, cess and other material statutory dues as applicable with the appropriate authorities in India.

(b) According to the information and explanation given to us and records of the Company examined by us, there are no dues of Service Tax, Wealth Tax, Sales Tax, Customs Duty and Excise Duty, which are outstanding as at 31st March, 2011, which have not been deposited on account of any dispute.

10 The Company has accumulated losses of Rs. 54.99 lacs as at 31st March 2011. The Company has incurred cash losses during the financial year ended 31.03.2011 as well as in the immediately preceding financial year.

11 According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13 The Company is not a chit fund or a nidhi or a 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.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment.

15 In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

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

19 The Company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

FOR DATTA SINGLA & CO. CHARTERED ACCOUNTANTS FIRM REGN. NO. 006185N

(YOGESH MONGA) PARTNER

M. NO. 99813

PLACE: CHANDIGARH DATE : 03.09.2011

---

Mar 31, 2010

We have audited the attached Balance sheet of Devine Impex Limited as at 31st March, 2010 and also the Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

2. As required by the Companies (Auditors Report) Order, 2003 issued by the Ministry of Corporate Affairs in terms of Section 227 (4A) of the Companies Act, 1956 we enclose in the annexure A statement on the matters specified in paragraph 4 & 5 of said order:

3. Further to our comments in the annexure referred to in paragraph (1) above, we report that: -

a) We have obtained all the information and explanation 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 the books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are jn agreement with the books of accounts.

d) In our opinion, the balance sheet and the profit and loss account comply with the Accounting Standards referred to in sub section (3Q of section 211 of the companies Act, 1956, subject to Notes on Accounts forming part of Balance Sheet.

e) As per information and explanation given to us, none of the directors of the company is disqualified from being appointed as a Director in terms of clause (g) of subsection (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts 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, 2010 and

ii) In the case of the Profit and Loss account, of Profit of the company for the year ended on that date.

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

ANNEXURE A REFERRED TO IN PARAGRAPH 2 OF OUR REPORT OF THE AUDITORS TO THE MEMBERS OF DEVINE IMPEX LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH 2010.

1 (a) The company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

(b) As explained to us, the fixed assets have been physically verified by the management at the reasonable intervals during the year under review and no material discrepancies were noticed in the said verification.

(c) During the year, the company has not disposed off substantial part of the productive fixed assets.

2(a) Physical verification of inventory has been conducted by the management during the year and in our opinion, the frequency of verification was reasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. As explained to us, the discrepancies noticed on physical verification between the physical stocks and the books/records were not material and have been properly dealt in the books of accounts.

3.(a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to Companies, Firms and other Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

(b) In our opinion and according to the information and explanations given to us, the Company has not taken any loans, secured or unsecured from Companies, Firms and otht r Parties Listed in the register maintained under Section 301 of the Companies Act 1956.

4 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 with regard to the purchase of stores, raw materials including the plant & machinery, vehicles, equipment and other assets and for the sale of goods and services. Further, on the basis of our examination of the books and records of the company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5 (a) In our opinion and according to the information and explanation given to us, the particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts and arrangements referred to in point (a) above and exceeding the value of Rs. 5 lakh with any party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time except for the purchases of certain items of inventories which are for Companys specialized requirements and similarly for sale of certain goods for the specialized requirements of the buyers and for which suitable alternative sources are not available to obtain comparable quotations. However, on the basis of information and explanations provided, the same appear reasonable.

6. In our opinion and according to the information and explanations given to us, the company has not invited any deposits from public attracting the provisions of sections 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules,1975.

7 In our opinion and according to the information and explanations given to us, the company has an internal audit system commensurate with the size and nature of its business.

8 No cost records have been prescribed by the Central Government under section 209(1) (d) of the Companies Act, 1956.

9(a) According to the information and explanations given to us, the Company is generally regular in depositing the income tax and no other duty is applicable on the Company like provident fund, investor education and protection fund, employees state insurance, sales-tax, wealth tax, customs duty, service tax, excise duty, cess etc.

(b) We have been informed that there are no undisputed statutory dues as at 31st March, 2010, outstanding for a period of more than six months from the date they became payable.

10 The company has accumulated losses of Rs. 53.62 lacs as at 31st March 2010. The Company has incurred cash losses during the financial year ena ed 31.03.2010 as well as in the immediately preceding financial year.

11 According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

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

13 The company is not a chit fund or a nidhi or a mutual benefit fund/society. Therefore the provisions of clause 4(xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the company.

14 The Company is dealing and trading in shares, securities, debentures and other investments and has maintained proper records of sale and purchase of securities, shares, debentures and investment.

15 In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes . for which they were obtained.

17 According to the information and explanation given to us and based on overall examination of the balance sheet and cash flow statement of the Company, we report that no funds raised on short-term basis have been used for long term investment other than temporary deployment pending application.

18 During the year the company has not made any preferential allotment of shares ! o parties, firms and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19 The company has not issued any debentures during the year and there are no debentures outstanding as at the year end.

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

21 During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.



FOR DATTA SINGLA & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO. 006185N



(YOGESH MONGA)

PARTNER

M. NO. 99813

PLACE: CHANDIGARH

DATE: 04.09.2010