Auditor Report of EMA India Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of EMA India Limited (“the Company”), which comprise of the Balance
Sheet as at March 31, 2024, and the Statement of Profit and Loss for the year then ended, the Cash Flow Statement and Notes to the
financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements
give the information required by the Companies Act, 2013 (‘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, 2024,
its Loss for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the standards on auditing 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 act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the code of ethics.

We conducted our audit in accordance with the Standards on Auditing (SAs). We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

• We draw attention to Note No 44 were company has disclosed that company is not having any business in hand at present
as well as continuous losses in the company coupled with negative net worth, the management has determined that the
Company has ceased to be a going concern. Accordingly, all assets below market value have been impaired to keep on
realisable value as determined by the management

Our opinion is not modified in respect of this matter
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. These matters were addressed in the context of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the financial statements and auditors’ report thereon

The Company’s board of directors is responsible for the preparation of the other information. The other information comprises the
information included in the Board’s Report including Annexures to Board’s Report, Business Responsibility Report but does not
include the 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.

Management’s responsibility for the financial statements

The company’s board of directors are responsible for the matters stated in section 134 (5) of the Act with respect to the preparation
of these financial statements that give a true and fair view of the financial position, financial performance of the company in
accordance with the accounting principles generally accepted in India, including the accounting standards specified under section
133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give 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.

The board of directors are also responsible for overseeing the company’s financial reporting process.

Auditor’s responsibilities 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 scepticism throughout the
audit.

We also:

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

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the companies’ act, 2013, we are also responsible for expressing our opinion on whether
the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• 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 financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the company to cease to continue as a going concern.

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

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

• We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we
determine those matters that were of most significance in the audit of the 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
Report on other legal and regulatory requirements

1. The provisions of the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Companies Act, we enclose in the “Annexure A”, a statement on the matters
specified in the paragraph 3 and 4 of the said order.

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 cash flow 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 March 31, 2024 taken on record by the board of
directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164
(2) of the Act;

f) With respect to the adequacy of internal financial control over financial reporting of the company and the operating
effectiveness of such control, refer to our separate report in “Annexure B”.

g) 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 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 for which there were any material
foreseeable losses; and

iii. There has been no delay in transferring amounts, required to be transferred, to the investor education and protection
fund by the company.

h) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which
has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1,2023, however company
is using accounting software in which audit trail feature is not available.

FOR B.C JAIN & CO.

CHARTERED ACCOUNTANTS

FRN 01099C

Sd/-

Place: KANPUR

CA Shyam Ji Gupta Date: 18^th May 2024

Partner

M.No. 416155

UDIN:24416155BKED772136

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Mar 31, 2019

INDEPENDENT AUDITORS'' REPORT

To the Members of EMA INDIA LIMITED

Report on financial Statements

1. We have audited the accompanying financial statements of EMA INDIA LIMITED, (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss, statement of changes in equity and 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. 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

4. 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 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 on financial statements

Opinion

6. 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 2019, its loss, statement of changes in equity and its cash flows for the year ended on that date

Report on Other Legal and Regulatory Requirements

7. 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 section143 of the Act, we give in the Annexure-A, a statement on the matters Specified in paragraphs 3 and 4 of the Order.

8. 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 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, statement of changes in equity 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. In respect of recognition of deferred tax assets, we have relied on management view given in Note No. 3.

(e) On the basis of the written representations received from the directors as on 31 March 2019, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2019, 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 B”; and

(g) 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 does not have pending litigations which would impact its financial position.

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

iii) There was no amount which was required to be transferred to the Investor Education and protection fund by the company

Annexure referred to in our report of even date to the members of EMA INDIA LIMITED for the year ended on 31^st March 2019

ANNEXURE referred to in paragraph 7 of our Report of even date to the members of EMA INDIA LIMITED on the accounts of the company for the year ended 31st March, 2019

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 to 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, fixed assets have been physically verified by the management in a phased periodical manner which in our opinion is reasonable , as informed to us no material discrepancies were noticed on such verification;

c. As explained to us, The title deed of immovable property is held in the name of Company;

ii. In respect of its inventories;

a. The inventories have been physically verified by the management during the year. In our opinion the frequency of physical verification is reasonable

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

iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.

iv. Company has not given any loan to directors covered under section 185 of Companies Act 2013, and has not made any investment covered under section 186 of Companies Act 201, hence clause is not applicable;

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

vi. We have broadly reviewed the books of accounts maintained by the Company pursuant to the Order made by the Central Government under sub-section (1) of Section 148 of the Act for the maintenance of cost records. We are of the opinion that prima facie such accounts and records have been made and maintained, however we have not made a detailed examination of cost records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and based on the records of the company examined by

us, the company is regular in depositing the undisputed statutory dues, including Provident Fund, , Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, GST and other material statutory dues, as applicable, with the appropriate authorities in India ;

(b) According to the information and explanations given to us and based on the records of the company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty, GST which have not been deposited on account of any disputes.

viii. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted in any loans from any financial institution or banks and has not issued debentures

ix. In our opinion, and according to the information and explanations given to us, the Company has not raised money by way of Initial Public Offer (IPO) or further public offer (including debt instrument) during the year. Company is not having any term loan;

x. In our opinion, and according to the information and explanations given to us, and to the best of our knowledge and belief no fraud by the company or on the company by its officer or employees has been noticed or reported during the course of our audit;

xi. In our opinion, and according to the information and explanations given to us, Managerial Remuneration has been paid/ provided accordance with requisite approvals as per Companies Act 2013 ;

xii. Company is not a Nidhi Company;

xiii. In our opinion, and according to the information and explanations given to us, all transaction with related party are in compliance with section 177 and 188 of Companies Act 2013 where applicable and the details have been disclosed in the Financial Statements, as required by the applicable accounting standard;

xiv. In our opinion, and according to the information and explanations given to us, The company has not made any preferential allotment or private placement of shares or partly convertible debentures during the year under review.

xv. In our opinion, and according to the information and explanations given to us, company has not entered into any noncash transactions with Directors or person connected with him;

xvi. The company is not required to be registered with RBI under section 45 IA of Reserve Bank of India.

Annexure referred to in our report of even date to the members of EMA INDIA LIMITED for the year ended 31 March 2019

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 “EMA INDIA LIMITED” (“the Company”) as of 31 March 2019 in conjunction with our audit of the 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 applicable to an audit of Internal Financial Controls and, 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 2018, 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 RISHABH & CO.

CHARTERED ACCOUNTANTS

FRN 010915C

Place: KANPUR

Date :07/05/2019 CA Rajneesh Dixit

Partner (M. 0422045)

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Mar 31, 2014

We have audited the accompanying financial statements of EMA INDIA LTD. ("the company"), which comprise the Balance Sheet as at 31st March, 2014, the statement of Profit & Loss and 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"). The 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 ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial the 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 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 of the financial statements in order to design audit procedures that are appropriate in the circumstance. 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 31st March, 2014:

(b) In the case of the Statement of Profit and loss, of the Loss for the year ended on that date: and

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

Report on Other Legal and Regulatory 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 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 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, the Statement of Profit and 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 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 Section 274(1} (g) of the Act.

ANNEXURE TO INDEPENDENT AUDITORS 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 has maintained proper records showing full particulars including its fixed assets.

b) As explained to us, fixed assets was physically verified by the management in a phased periodical manner which in our opinion is reasonable. As informed to us, no discrepancy was noticed on such physical verification.

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

2. In respect of its inventories

a) The inventories have been physically verified by the management during the year. In our opinion the frequency of physical verification is reasonable.

b) In our opinion and according to the information and explanation given to us, the procedure of physical verification of inventories followed by the management is 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 of inventories as compared to book records.

3. The Company has neither granted nor taken any loan secured or unsecured to / from firms, companies or other parties Covered in the register maintained under Section 301 of the companies Act. 1956.

4. In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory fixed assets and also for the sale of goods and services. During the course of audit, we have not observed any continuing failure to correct any major weaknesses in internal control system.

5. In our opinion and according to the information and explanation given to us the Company has not entered into any transaction made in pursuance of contract or arrangement that need to be entered in the register maintained under 301 of the companies act. 1956.

6. The Company has not accepted any deposit from the public.

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

8. We have broadly reviewed the book of account maintained by the Company pursuant to the order made by the Central Government for the maintenance of cost Records under section 209 (1) (d) of the companies Act, 1956. and are of the opinion that prima facie the prescribed accounts and record have been made and maintained. We have not a detailed examination of cost records with a view to determine whether they are accurate or complete.

9. (a) The Company is regular in depositing undisputed statutory dues including provident fund, Investor Education and Protection fund, ESI, Income Tax Sale Tax Custom Duty, Excise Duty, Service Tax, Cess and other Statutory dues with the appropriate authorities.

(b) In our opinion and according to the information and explanations given to us, there is no undisputed dues payable in respect of above which were outstanding as at 31.03.2014 for a period of more than six months from the date they become payable.

10. The Company is not having accumulated losses at the end of the financial year; however it has incurred cash losses during the financial year as well as in the immediately preceding financial year.

11. The Company has not taken any loan from banks, financial institutions or debenture holders; hence there is no default in repayment.

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

13. The Company is not a Chit Fund or a Nidhi / mutual benefit Fund / Society and therefore clause 4 (xiii) of the companies (Auditors Report) Order 2003 is not applicable.

14. The Company is not dealing or trading in shares, Securities, debentures or other investment.

15. The Company has not given any guarantee for loan taken by other from banks or financial institutions.

16. The Company has not taken any term loan during the year.

17. On the basis of our examination of the books of account and the information and explanation given to us no funds were raised on short term / long term basis.

18. The Company has not made any preferential allotment of share during the year.

19. The Company does not have any outstanding Debentures during the year.

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

21. In our opinion and according to information and explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For B C JAIN & CO. Chartered Accountants (FRN. 01099C) (SHYAMJI GUPTA) PLACE: KANPUR Partner DATE: 29.05.14 (M.No. 416155)

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Mar 31, 2012

1. We have audited the attached Balance Sheet of EMA INDIA LIMITED as at 31st March 2012 and also the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. 2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining evidence supporting the amounts and disclosures in the financial statements on a test basis. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 3. As required by the Companies (Auditor's Report) Order, 2003 (as amended) issued by the Central Government of India in terms of Sub-section (4A) of Section 227 of the Companies Act, 1956, and on the basis of such checks of the books and records of the Company as we consider appropriate and the information and explanation given to us during the course of our audit, we report that, in our opinion :- i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) 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) During the year under audit, the Company has disposed off the vacant / unutillzed land and building situated at 19th Km stone, P.O. Taliyagaraj, G.T.Road, Mandhana, Kanpur but as such the going concern status of the company is not affected. ii. (a) The inventories have been physically verified by the management at regular intervals during the year. (b) 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 and the discrepancies on physical verifications were material and have been dealt within the consumption. iii. The Company has not granted or taken any loans, secured or unsecured, to / from Companies, firms or parties covered in the register maintained under Section 301 of the Companies Act, 1956. iv. In our opinion and according to the information and explanation given to us there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and also for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct any major weaknesses in internal control system. v. In respect of contracts or arrangements referred to in Section 301 of the Companies Act, 1956; a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contract or arrangements that need to be entered 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 the transaction made in pursuance of contracts/arrangements entered in the Register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5,00,000 in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company. vi. The Company has not accepted any deposits from the public. vii. In our opinion the internal audit system of the Company is commensurate with its size and nature of its business. viii. We have broadly reviewed the books of account maintained by the Company pursuant to the Order made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained and have been subject to the review / compliance certificate by the Cost Auditor. We have not, however, made detailed examination of cost records. ix. (a) The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, E.S.I., Income Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues with the appropriate authorities. (b) According to the information and explanations given to us, there are no undisputed amounts payable in respect of the aforesaid dues which were outstanding as at 31st March, 2012 for a period of more than six months from the date, they became payable. x. The Company neither has accumulated losses nor has incurred cash losses during the financial year covered by our audit. xi. The Company has not taken any loan from Banks, Financial Institutions or debenture holder. Hence there is no question of default in repayment. xii. The Company has not granted any 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 / Mutual Benefit Fund / Society and therefore Clause 4(xiii) of the Companies (Auditor''s Report) Order 2003 is not applicable. xiv. The Company is not dealing or trading in shares, securities, debentures or other investments. xv. The Company has not given any guarantee for loans taken by others from banks or financial institutions. xvi. The Company has not taken any term loan during the year. xvii. On the basis of our examination of the books of accounts and the information and explanations given to us, no funds were raised on short-term / long term basis. xviii.The Company has not made any preferential allotment of shares during the year. xix. The Company did not have any outstanding debentures during the year. xx. The Company has not raised any money by 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. 4. Further to above, 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) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account. d) In our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956.

e) Based on the written representations received from the Directors as on 31.03.2012 and taken on record by the Board of Directors, none of the Directors of the Company is, prima facie, disqualified from being appointed as a director of the Company in terms of clause (g) of sub-section (1) of Sec. 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, read with Significant Accounting Policies and 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 Balance Sheet, of the state of affairs of the Company, as at 31st March 2012; (ii) In the case of the Profit & Loss, of the profit of the Company for the year ended on that date; and (iii) In the case of Cash Flow Statement, of the Cash Flow of the Company for the year ended on that date. For B.C. JAIN & CO.

Chartered Accountants

F. R. No. 1099C

K.M. Gupta

Partner (M No. 70469) Place : Kanpur

Date : 29.05.2012

---

Mar 31, 2010

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

We conducted our audit in accordance with auditing standards generally accepted in India. These 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.

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

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

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

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

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

(d) In our opinion, the Balance Sheet and Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956.

(e) In our opinion and based on the informations and explanations given to us, none of the Directors of the Company is, prima facie, disqualified as at 31s1 March 2010 from being appointed as a director of the Company in terms of clause (g) of sub-section (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 read with Significant Accounting Policies and Notes to Accounts appearing in Schedule H 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 Balance Sheet, of the state of affairs of the Company, as at 31st March 2010.

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

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







ANNEXURE TO THE AUDITORS REPORT

TO THE MEMBERS OF EMA INDIA LIMITED (Referred to in Paragraph (1) of our Report of even date)

1. In respect of its fixed assets:

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

(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, disposal of fixed assets have been made in normal course of business not effecting going concern assumption.

2. In respect of its inventories :

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

(b) |ln our opinion and accordingly 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, the discrepancies between the physical stocks and the book stocks were not material and have been properly dealt with in the books of accounts.

3. The Company has not granted or taken any loans, secured or unsecured, to / from Companies, firms or parties covered 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 inventory, fixed assets and also for the sale of goods. During the course of our audit, we have not observed any major weaknesses in internal controls.

5. In our opinion and according to the information and explanations given to us, transactions made in pursuance of contracts or arrangements needed to be entered into in the register maintained under Section 301 of the Companies Act, 1956 have been so entered.

6. The Company has not accepted any deposits from the public.

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

8. We have broadly reviewed the books of account maintained by the Company pursuant to the Order made by the Central Government for the maintenance of cost records under Section 209(1 )(d) of the Companies Act, 1956, and are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made detailed examination of cost records.

9. The Company is regular in depositing undisputed statutory dues including Provident Fund, Investor Education & Protection Fund, E.S.I., Income Tax, Fringe Benefit Tax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty, Service Tax, Cess and other statutory dues 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 31st March, 2010 for a period of more than six months from the date of becoming payable.

10. The Company is not having accumulated losses though it has incurred cash losses during the financial year covered by our audit as well as in the previous year.

11. The Company has not taken any loan from Banks, Financial Institutions or debenture holder.

12. In our opinion and according to the information and explanations 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.

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

14. The Company is not dealing or trading in shares, securities, debentures or other investments.

15. The Company has not given any guarantees for loans taken by other from banks or financial institutions.

16. There was no term loan outstanding during the year.

17. On the basis of our examination of the books of accounts and the informations and explanations given to us, no funds were raised on short-term/long term basis.

18. 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.

19. The Company did not have any outstanding debentures during the year.

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

21. 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.



For B.C. JAIN & CO.

Chartered Accountants

Place : Kanpur K. M. GUPTA

Date : 29.04.2010 Partner

(M. No. 70469)