Auditor Report of Emmsons International Ltd.

Mar 31, 2024

We have audited the accompanying standalone financial statements of "Emmsons International Limited" (the
"Company"), which comprise the Balance sheet as at March 31,2024, the Statement of Profit and Loss, including the
Statement of Other Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the
year then ended, and notes to the standalone financial statements, including a summary of significant accounting
policies and other explanatory information (hereinafter referred to as the "standalone financial statements").

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

Basis for Qualified Opinion

Material Uncertainty Related To Going Concern

"We draw the attention of the accompanying Statement which indicated that the Company has incurred a loss for the
year ended 31 March 2024 of Rs. 19107.21 lacs and as of that date, the Company''s accumulated losses amounts to
Rs.235225.64 lacs which have resulted in substantial erosion of net worth of the Company and the current liabilities
have exceeded its current assets as at 31, March 2024. We further draw attention that the Company has continued
to default in repayment of principal and interest in respect of its borrowings. The above factors, indicate that a
material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern."

However, for the reasons more fully described in Note 36 (c) to the standalone financial statements, the accounts
of the Company have been prepare d as a Going Concern.

Our conclusion is modified in respect of this matter.

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 standalone Ind AS 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.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
Standalone financial statements for the financial year ended March 31,2024. These matters were addressed in the
context of our audit of the Standalone financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the Standalone
financial statements section of our report, including in relation to these matters. Accordingly, our audit included

the performance of procedures designed to respond to our assessment of the risks of material misstatement
of the Standalone financial statements. The results of audit procedures performed by us and by other auditors
of components not audited by us, as reported by them in their audit reports furnished to us by the management,
including those procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying Standalone financial statements.

- We draw attention to Note No. 36 (C) to the Standalone financial statements, wherein the Company has an
outstanding obligation to lenders, and the accompanying Statement which in indicated that the Company has
incurred a net loss for the year ended 31 March 2024 of Rs. 19107.21 lacs and as of that date, the Company''s
accumulated losses amounts to Rs. 235225.64 lacs which have resulted in substantial erosion of net worth
of the Company and the current liabilities have exceeded its current assets as at 31, March 2024. The above
factors, on the operations of the company, indicate that a material uncertainty exists that may cast significant
doubt on the Company''s ability to continue as a going concern." However, for the reasons more fully described in
Note 36 (c) to the financial statements, the accounts of the Company have been prepared as a Going Concern.

- We also draw attention to the fact that the net worth of the company is fully eroded and accumulated losses
have exceeded the equity share capital by Rs. 234026.04 lacs

Emphasis of Matter

We draw attention to the following matters in the standalone Ind AS financial statements:

1. The Company has accumulated losses of Rs. 235225.64 lacs and its net worth has been fully eroded, the
company has incurred a net loss during the current year and previous year and, the company''s current liabilities
exceeded its current assets as at balance sheet date.

2. The Company''s bank accounts were declared Non-Performing Assets (NPA) in the years 2014 & year 2015 and
no settlement has been made till reporting date. During the year provision for Interest amounting Rs. 19039.82
lacs at the prevailing interest rates have been made in books and total bank borrowings outstanding as at
reporting date is Rs. 229984.01 lacs. However, no documents or bank statements were provided to confirm the
above balances.

3. Sundry creditors shown under non-current liabilities Rs 2953.61 lacs are pending for payment and outstanding
for more than three years. The amount payable is subject to confirmation, reconciliation, and adjustment, if
any, in the books of accounts, consequential impact on loss and liabilities of the company due to adjustment is
unascertained.

4. Non-Current Investments of Rs 882.02 lacs includes investments made in unquoted Equity shares and share
application money in its loss-making foreign subsidiary companies. The impact thereof on value of investments
is unascertainable.

Our opinion is not modified in respect of this matter.

Information Other than the Standalone Ind AS financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for 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 standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on standalone Ind AS 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 standalone Ind AS financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with standalone Ind
AS financial statements or our knowledge obtained in the 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 Responsibility for the Standalone Ind AS 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 Ind AS financial statements that give a true
and fair view of the financial position, financial performance, including other comprehensive income, changes
in equity and cash flows of the Company in accordance with accounting principles generally accepted in India,
including Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended. 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 implementation
and maintenance of accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of
the standalone Ind AS financial statement that give a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone Ind AS 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 Standalone Ind AS Financial Statement

Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS 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 standalone Ind AS financial
statements.

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

• Identify and assess the risks of material misstatement of the standalone Ind AS 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 internal financial controls with reference to Financial
Statements 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
standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including

the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions
and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance, we determine those matters that were
of most significance in the audit of the standalone Ind AS financial statements for the financial year ended
March 31, 2024 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. As required by the Companies (Auditor''s Report) Order, 2016 ("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" a
statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. 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 the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015,
as amended.

e) On the basis of the written representations received from the directors as of 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 the Internal Financial Control with reference to Financial Statements of the
Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s
internal financial controls over financial reporting.

g) In our opinion the managerial remuneration for the year ended March 31, 2024 has been paid / provided
by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to
the Act.

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 standalone
Ind AS financial statements - Refer Note 36 to the Standalone Ind AS financial statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses;

(iii) There were no amounts which were 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, other than as

disclosed in notes to accounts, 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 attention that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11 (e) as provided under (a) and (b) above,
contain any material misstatement.

(v) The Company has not declared and paid dividend during the year.

(vi) Based on our examination which included test checks, the Company has used accounting software(s)
for maintaining its books of account for the financial year ended March 31,2024 which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all
relevant transactions recorded in the software(s). Further during the course of our audit, we did not
come across any instance of the audit trial feature being tempered with and the audit trial has been
preserved by the company as per the statutory requirements for record retention.

For B.B. Chaudhry & Co.

Chartered Accountants

(Firm''s Registration No: 001784N)

Sd/-

B.B.Chaudhry

Proprietor

(Membership No. 14231)

UDIN:24014231BKCLUF6594

Date: 29^th May 2024

Place: New Delhi

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Mar 31, 2015

We have audited the accompanying standalone financial statements of Emmsons International Limited (the company), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement and a summary of significant accounting policies and other explanatory information for the year then ended.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013(the Act) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the company and for preventing and detecting the 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 internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 requirement and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedure 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 true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by 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 financial statements.

Opinion

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

Report on other Legal and Regulatory Requirements

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

2. 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 accounts 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 cash flow statement dealt with by this report are in agreement with the books of account.

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

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

f) With respect to the other matters 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 litigation on its financial position in its financial statements- Refer Note 34(e)(f) and 35 to the financial statements.

2. The company do not have any long term contract including derivative.

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

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the standalone financial statements for the year ended 31 March, 2015 we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets.

ii) (a) the management of the Company has conducted the physical verification of inventory at reasonable intervals during the year.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size o the company and nature of its business.

(c) The company has maintained the proper records of inventory and no material discrepancies were noticed on physical verification.

iii) (a) The company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act").

(b) The Company has not granted any loans to companies firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 ("the Act") Accordingly, paragraph 3 (iii) (b) of the Order is 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 fixed assets and sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

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

vi) The central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax sales tax, wealth tax, service tax, duty of customs, Value Added Tax, Cess and other material statutory dues have been regularly deposited during the year by the company with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs , Value Added Tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, wealth tax, service tax, value added tax and cess have not been deposited with the appropriate authorities on account of dispute.

Name of the Nature of dues Amount Period to which Forum where Statute (in Rs) the amount relates dispute is pending

Income Tax Act Income Tax 8.60 Lacs A.Y 2004-05 CIT(A)

Income Tax Act Order by CPC- TDS u/s 154 23.43 Lacs A.Y 2013-14 CIT(A)

Income Tax Act Order by CPC- TDS u/s 154 2.71 Lacs A.Y 2014-15 CIT(A)

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii) The Company does not have any accumulated losses at the end of the financial year and has incurred cash losses in the financial year and not in the immediately preceding financial year.

xi) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x) In our opinion and according to the information and the explanations given to us, the company has given guarantee for loans taken by others from banks or financial institutions.

xi) The Company has applied term loans for the purpose for which the loans were obtained.

xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants

Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050

Date : 28.05.2015

Place : New Delhi

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Mar 31, 2014

We have audited the accompanying financial statements of Emmsons International Limited (''the Company'') which comprise the balance sheet as at 31 st March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

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

2. Auditor''s Responsibility

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

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

3. Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2014;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

4. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 21 1 of the Companies Act, 1956; and

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

ANNEXURE TO AUDITOR’S REPORT Referred to Paragraph 4 of our report of even date attached

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

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

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

c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no serious discrepancies have been noticed on physical verification.

(iii) We are informed that the Company has not granted or taken any secured or unsecured loans from/ to companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(iii)(b)(c)(d)(e)(f) & (g) of the above said order are not applicable to the company.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to information and explanations given to us, company has not entered into any transactions particulars of which are required to be recorded in register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(v)(b) of the above said order are not applicable.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and therefore, the directives issued by the RBI and the provisions of sections 58A and 58AA of the Act and rules framed there under are not applicable to the company.

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

(viii) To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1 )(d) of Companies Act, 1956 for any of the products of the Company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of PF ESI, Income Tax, Investor Education and Protection Fund, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31 st March, 2014 for the period of more than 6 months from the date they became payable.

b). There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2014 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act

3 AY 2008-09 Rs. 10.11lacs Demand under Income Tax Act

Period of demand Appeal Pending Before

AY 2004-05 ITAT Delhi Bench

AY 2004-05 ITAT Delhi Bench

AY 2008-09 Rectification filed before assessing officer.

(x) There are no accumulated losses of the company as at 31.03.2014. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund/nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

(xv) In our opinion and according to the informations and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company are prima facie applied by company during the year for the purpose for which they are obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information and explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information and explanation given to us no fraud has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants

Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050

Date : 30.05.2014

Place : New Delhi

---

Mar 31, 2013

We have audited the accompanying financial statements of Emmsons International 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 significant accounting policies and other explanatory information.

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

2. Auditor''s Responsibility

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

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

3. Opinion

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

(i) in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2013;

(ii) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

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

4. Report on Other Legal and Regulatory Requirements

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

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

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

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

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

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

e. on the basis of written representations received from the directors as on 31st March 2013, and 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 Companies Act, 1956.

ANNEXURE TO AUDITOR''S REPORT Referred to Paragraph 4 of our report of even date attached

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

b) Some of the fixed assets of the company have been physically verified during the year by the management in accordance with program of verification, which in our opinion provide for physical verification of all the fixed assets at reasonable intervals. According to information and explanation given to us, no material discrepancies have been noticed on such verification.

c) No fixed assets have been disposed off during the year which may affect the going concern concept.

(ii) a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

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

c) In our opinion and according to information and explanation given to us, the company is maintaining proper records of inventory and no serious discrepancies have been noticed on physical verification.

(iii) We are informed that the Company has not granted or taken any secured or unsecured loans from to companies / firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(iii)(b)(c)(d)(e)(f) & (g) of the above said order are not applicable to the company.

(iv) In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size and nature of the company for purchase of inventory and fixed assets and sale of goods and services. There is no continuing failure to correct major weakness in internal control system.

(v) In our opinion and according to information and explanations given to us, company has not entered into any transactions particulars of which are required to be recorded in register maintained u/s 301 of the Companies Act, 1956. Therefore, the provisions of paragraph 4(v)(b) of the above said order are not applicable.

(vi) In our opinion and explanation given to us, the company has not accepted any public deposit and therefore, the directives issued by the RBI and the provisions of sections 58A and 58AA of the Act and rules framed there under are not applicable to the company.

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

(viii) To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of Companies Act, 1956 for any of the products of the Company.

(ix) a) According to books of accounts examined by us and explanation given to us company is generally regular in depositing undisputed statutory dues and there are no undisputed statutory dues payable in respect of P F, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2013 for the period of more than 6 months from the date they became payable.

b). There are no disputed liabilities in respect of P F, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2013 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act ITAT Delhi Bench

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act ITAT Delhi Bench

3 AY 2008-09 Rs. 10.11 lacs Demand under Income Tax Act Rectification filed before assessing officer.

(x) There are no accumulated losses of the company as at 31.03.2013. The company has also not incurred any cash losses during the financial year and nor in immediately preceding financial year.

(xi) As per explanation and information provided to us company has not defaulted in repayment of dues to a financial institution or banks.

(xii) The company has not granted loan and advances on basis of security by way of pledged of shares, debentures, other securities.

(xiii) In our opinion and according to the information and explanations given to us, the company is not a chit fund/nidhi/ mutual benefit fund/ society.

(xiv) According to the information and explanations given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

(xv) In our opinion and according to the informations and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of company.

(xvi) To the best of our knowledge & belief and according to information given to us term loan availed by company are prima facie applied by company during the year for the purpose for which they are obtained.

(xvii) As per information & explanation given to us and overall examination of balance sheet of the company we report that funds raised on short-term basis have prima facie not been used for long-term investment and vice versa.

(xviii) As per information and explanation given to us the company has not made preferential allotment of shares to parties and companies covered in register maintained under section 301 of the Companies Act.

(xix) As per information and explanation given to us the company has not issued any debentures and no security has been created against the debenture.

(xx) During the year, company has not raised money by way public issue of equity shares.

(xxi) As per information and explanation given to us no fraud has been noticed or reported during the year.



For SURESH & ASSOCIATES

FRN: 003316N

Chartered Accountants



Sd/-

(CA SURESH K. GUPTA)

Partner

M. No. 080050



Date : 30.05.2013

Place : New Delhi

---

Mar 31, 2012

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

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act I956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and 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 Act;

(v) On the basis of written representations received from the directors, as on 31st March, 2012, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2012 from being appointed as a director in terms of clause (g) of sub-section (I) of section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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, 2012

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

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

ANNEXURE TO AUDITOR'S REPORT Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details and situation

of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification.

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during

the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has not granted or taken any secured or unsecured loans from/to companies / firms or other parties covered in the register maintained under Section 301 of the Companies Act 1956. Therefore the provisions of paragraph 4(iii)(b)(c)(e)(f) & (g) of the above said order are not applicable to the company.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts or

arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered.

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

VII In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(l)(d) of the Act, for any of the products of the Company.

IX 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 regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2012 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs. 1.67 lacs Demand under Income Tax Act ITAT Delhi Bench

2 AY 2004-05 Rs. 6.92 lacs Demand under Income Tax Act ITAT Delhi Bench

3 AY 2008-09 Rs. 10.11 lacs Demand under Income Tax Act Rectification filed before assessing officer.

X There are no accumulated losses of the Company as at 3i.03.20i2. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities. Therefore the provisions of the clause 4(xxii) of the said order not applicable to the company.

XIII The Company is not the chit fund or the Nidhi Mutual Benefit fund / society. Accordingly, the provisions of clause 4(xiii) of the said order are not applicable to the Company.

XIV Accordingly to the information and explanation given to us, Company is dealing in shares and proper records have been maintained for all transactions. We report the company is making timely entries of the transactions and all shares have been held by the company in its own name.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa.

XVIII As per information and explanation given to us the Company has made a conversion of equity warrants into equity shares to the parties and companies covered in the register maintained under section 30i of the Companies Act and the price of such issue is not prejudicial to the interest of the company.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 3i.03.20i2.

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 0033i6N

Chartered Accountants

Sd/-

(CA NARENDRA ARORA)

Partner

M. No. 088256

Date : i 4.08.20i2

Place : New Delhi

---

Mar 31, 2011

1. We have audited the attached Balance Sheet of EMMSONS INTERNATIONAL LIMITED (the Company) as at 31st March, 2011 and also related Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act 1956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and 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 Act;

(v) On the basis of written representations received from the directors, as on 31st March, 2011, and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act;

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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, 2011

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

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

ANNEXURE TO AUDITOR'S REPORT Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification.

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable intervals during the year. In our opinion, the frequency of such verification is reasonable considering size and nature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has granted unsecured loans to the two companies covered in the register maintained under Section 301 of the Act. The Company has given advances to its wholly owned two subsidiaries aggregating to Rs. 5318.67 lacs, out of which Rs. 3093.27 lacs has been received back. The terms of advances are not prejudicial to the interest of the Company.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts or arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

VII In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of the Act, for any of the products of the Company.

IX 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 regular in depositing the undisputed statutory dues including provident fund, employee's state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2011 except following liabilities:

S. Period of Amount Particulars Appeal No. demand Involved of demand Pending Before

1 AY 2004-05 Rs. 1.67 Demand under CIT(Appeals)-, lacs Income Tax Act New Delhi

2 AY 2004-05 Rs. 6.92 Demand under CIT (Appeals)-, lacs Income Tax Act New Delhi

3 AY 2008-09 Rs.10.11 Demand under Rectification lacs Income Tax Act filed before assessing officer.

X There are no accumulated losses of the Company as at 31.03.2011. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities.

XIII The provisions of clause (xiii) are not applicable to the Company.

XIV As per information given to us, Company is not dealing or trading in shares, securities, debentures and other investments.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company during the year for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa.

XVIII As per information and explanation given to us the Company has made preferential allotment of equity warrants convertible into equity shares to the parties and companies covered in the register maintained under section 301 of the Companies Act and the price of such issue is not prejudicial to the interest of the company.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 31.03.2011.

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES FRN: 003316N Chartered Accountants

Sd/- (CA SURESH K. GUPTA) Partner M. NO. 080050

Date : 13.08.2011 Place : New Delhi

---

Mar 31, 2010

1. We have audited the attached Balance Sheet of EMMSONS INTERNATIONAL LIMITED (the Company) as at 31st March, 2010 and also related Profit and Loss Account and the 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.

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

3. As required by the Companies (Auditors Report) Order, 2003, as amended by the Companies (Auditors Report)(Amendment) Order 2004 (together the "Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act 1956 of India ("the Act") and on the basis of such checks of books and records of the Company as we considered appropriate and according to information and explanations given to us, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

(iv) In our opinion, the Balance Sheet, Profit and 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 Act;

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

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with notes thereon and attached thereto, 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, 2010

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

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



ANNEXURE TO AUDITORS REPORT

Referred to Paragraph 3 of our report of even date attached

I a) The Company is maintaining proper records showing full particulars, including quantitative details

and situation of the assets.

b) According to information and explanation given to us, the fixed assets of the Company have been physically verified by the management at reasonable intervals during the year. No material discrepancies have been noticed on such verification

c) In our opinion and according to the information and explanations given to us, there was no substantial disposal of fixed assets by the Company during the year.

II a) As explained to us, the inventory has been physically verified by the management at reasonable

intervals during the year. In our opinion, the frequency of such verification is reasonable considering size andnature of the business.

b) In our opinion and according to information and explanation given to us, the procedures of physical verification of inventory, followed by the management, are reasonable and adequate.

c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory and no material discrepancies as compared to book records were noticed on physical verification.

III We are informed that the Company has not granted or taken unsecured loans from the entities covered in the register maintained under Section 301 of the Act.

IV In our opinion and according to information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for purchase of inventory and fixed assets and sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to information and explanations given to us, we have not observed any continuing failure to correct major weaknesses in the aforesaid internal control system.

V a) In our opinion and according to information and explanation given to us, the particulars of contracts

or arrangements referred to in section 301 of the Act that need to be entered in the register required to be maintained under that section have been so entered.

b) In respect of the transactions made in pursuance of such contracts or arrangements and exceeding value Rupees Five Lacs in respect of any party during the year, because of the absence of the comparable prices and variation in the quality of the goods involved, we are unable to comment whether the transactions were made at prevailing market prices at the relevant time.

VI In our opinion and explanation given to us, the Company has not accepted any deposit from the public within the meaning of sections 58A and 58AA of the Act and rules framed there under.

VII In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

VIII To the best of our knowledge and as explained, the maintenance of the cost records have not been prescribed by the Central Government under section 209(1)(d) of the Act, for any of the products of the Company.

IX 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 regular in depositing the undisputed statutory dues including provident fund, employees state insurance, Income Tax, VAT, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other statutory dues as applicable with appropriate authorities.

b) There are no disputed liabilities in respect of PF, ESI, Income Tax, Sales Tax, Wealth Tax Custom Duty, Excise Duty, Cess and other statutory dues which are outstanding as at 31st March, 2010 except following liabilities:

S. No. Period of demand Amount Involved Particulars of demand Appeal Pending Before

1 AY 2004-05 Rs.1.67lacs Demand under Income Tax Act CIT (Appeals) New Delhi

2 AY 2004-05 Rs.6.92lacs Demand under Income Tax Act CIT (Appeals) New Delhi

X There are no accumulated losses of the Company as at 31.03.2010. The Company has also not incurred any cash losses during the financial year ended on that date and in the immediately preceding financial year.

XI As per explanation and information provided to us, the Company has not defaulted in repayment of dues to any financial institution and banks as at the balance sheet date.

XII According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loan and advances on basis of security by way of pledge of shares, debentures, other securities.

XIII The provisions of clause (xiii) are not applicable to the Company.

XIV As per information given to us, Company is not dealing or trading in shares, securities, debentures and other investments.

XV In our opinion and according to the information and explanations given to us, the Company has given guarantee for loans taken by others from banks or financial institutions and terms and conditions whereof are not prejudicial to the interest of Company.

XVI In our opinion and according to information given to us, term loan availed by Company were prima facie applied by Company during the year for the purpose for which they were obtained.

XVII As per information and explanation given to us and overall examination of balance sheet of the Company, we report that funds raised on short term basis have prima facie not being used for long term investment and vice versa. |

XVIII As per information and explanation given to us the Company has not made any preferential allotment to the parties and companies covered in the register maintained under section 301 of the Companies Act.

XIX As per information and explanation given to us the Company has not issued any debentures and no security has been created against the debentures.

XX As per the information and explanation given to us, the company has not raised money by public issue during the year ending 31.03.2010

XXI Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per information & explanation given to us by the management, we report that no fraud on or by the company has been noticed or reported during the year.

For SURESH & ASSOCIATES

FRN: 003316N Chartered Accountants

Sd/- (CA Narendra Arora) Partner M. No. 088256

Dated : 17.08.2010 Place : New Delhi