Auditor Report of Emporis Projects Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of Emporis Projects Limited, ("the Company"), which comprise the Balance Sheet as at March 31, 2014, and the statement of Profit and 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

2. 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.

Auditor''s Responsibility

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

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 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.

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

6. 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:

(iii) 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:

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

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

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

b) in our opinion, proper books of 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 and the statement of Profit and loss Account, dealt with by this report are in agreement with the books of accounts;

d) in our opinion, the Balance Sheet and the statement of Profit and loss Account, comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act, and

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

Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE TO AUDITORS'' REPORT

Referred to in paragraph 4 and 5 of our report of even date on the accounts for the year ended March 31, 2014 of Emporis Projects Limited

(i) FIXED ASSETS

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

(b) Assets have been physically verified by the management during the year. According to the information and explanation given to us, there is regular programme of verification which, in our opinion is reasonable having regards to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

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

(ii) INVENTORIES

(a) Inventories have been physically verified during the year by the Management at reasonable intervals.

(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 no material discrepancy noticed on physical verification.

(iii) LOANS AND ADVANCES

The company has neither taken nor granted any loans or advances in nature of loans to parties covered under register maintained under section 301 of the Companies Act, 1956.

(iv) INTERNAL CONTROL

There is and adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control except as stated above.

(v) TRANSACTIONS WITH RELATED PARTIES AS PER REGISTER OF CONTRACTS UNDER SECTION 301 OF THE COMPANIES ACT, 1956

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

(b) In our opinion and according to the information and explanation given to us, there is no transaction with related parties in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating the value of rupees five lakhs or more in respect of any party during the year.

(vi) DEPOSITS FROM PUBLIC

The Company has not accepted deposits from the public to which the provisions of Section 58A and 58AA of the companies (Acceptance of deposit) Rules; 1975 apply.

(vii) INTERNAL AUDIT SYSTEM

The Company has an internal audit system commensurate with size and nature of its business.

(viii) COST RECORDS

As informed to us, The Company is not required to maintain cost records under section 209 (1) (d) of the Companies Act, 1956.

(ix) STATUTORY DUES

(a) No undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty, excise duty and cess were in arrears, as at the balance sheet date for a period of more than six months from the date they became payable.

(b) At the end of the financial year there were no dues of Sales Tax, Custom Duty, Wealth Tax, Service Tax, Excise duty and Cess which have not been deposited on account of any dispute.

(x) SICK INDUSTRY

The Company has a accumulated losses of Rs. 1046070/- as at March 31, 2014. Further, the Company does not have cash loss in the immediately preceding financial year covered by the audit and in the immediately preceding financial year.

(xi) DUES TO FINANCIAL INSTITUTIONS

The Company has not taken any financial facilities from any financial institute, bank or debenture holder during the year.

(xii) SECURED LOANS AND ADVACES GRANTED

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

(xiii) CHIT FUND, NIDHI OR MUTUAL BENEFIT COMPANY

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

xiv. INVESTMENT COMPANY

The Company has maintained proper records of transactions and contracts in respect of investments in shares, debentures and other securities and those timely entries have been made therein. The Shares, debentures and other securities have been held by the Company in its own name except to the exemption granted under Section 49(4) of the Companies Act, 1956.

xv. GUARANTEES GIVEN BY COMPANY

The Company has not given any guarantees for loans taken by other from banks or financial institutions. There is no guarantee given by the Company to third party.

xvi. TERM LOANS

In our opinion and according to the information and explanation given to us, the company has not taken any term loan during the year, hence no question of reporting arise to that extent.

SOURCE OF FUNDS AND ITS APPLICATION

According to the information and explanation given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. No long-term funds have been used to finance shortterm assets except permanent working capital.

PREFERENTIAL ISSUE

We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

xix. DEBENTURES

According to the information and explanations given to us, the company had not issued debenture. Therefore, the provisions of clause 4(xix) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the company.

xx. PUBLIC ISSUE

During the year, company had not raised any money by public issues.

xxi. FRAUD

Based upon our audit procedures performed and on the information and explanations given by the management we are of the opinion that no fraud on or by the Company has been noticed or reported during the course of our audit.

For D. P. AGARWAL & CO. Chartered Accountants Firm Reg. No. 100068W

SD/- (D. P. AGARWAL) Proprietor M. No. 035500

Place: Ahmedabad

Date: 30. 05. 2014

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Mar 31, 2012

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

We conducted our audit in accordance with 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 the management''s as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s 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.

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

i) We have obtained all the information and explanations which to the best 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 the books;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

v) On the basis of the 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 (1) of section 274 of the Companies Act 1956;

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with notes and schedules 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.

a.) In the case of Balance Sheet of the state of affairs of the Company as at 31st March, 2012 and;

b.) In the case of Profit & Loss account of the Profit of the Company for the year ended on that date.

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

As required by the Companies (Auditors Report) Order 2003 and amendments thereto and according to the information and explanations given to us during the course of the audit and basis of such check of the books and records as were considered appropriate we report that:

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

b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

c) During the year, there is no substantial disposal of fixed assets the business is continuing as a going concern.

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

b) The procedures of 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 is maintaining proper records of the inventory. The discrepancies noticed on verification between the physical stocks and book records were not material.

iii) (a) We are informed that the Company has not granted to the parties, covered in the register maintained under section 301 of the Companies Act 1956, hence clause (b), (c) & (d) is not applicable

(e) The company had not taken loan from parties, covered in the register maintained under section 301 of the Companies Act, 1956. hence clause (f) & (g) is not applicable.

iv) In our opinion and accordingly to the information and explanations given to us, there are adequate internal control procedures commensurate with eh size of the company and nature of its business with regard to purchases on inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weakness in internal controls.

v) a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered

b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupee five lacs in respect of any party during the year haven been made at a price which are reasonable having regard to prevailing market prices at the relevant time.

vi) According the information and explanations given to us, the company has not accepted any deposits from the Public. No order has been passed by the Company Law Board.

vii) The Directors themselves conduct the affairs of the company. The company does not have a formal system of internal audit but there are adequate checks and controls at all levels.

viii) The Company is not maintaining cost records prescribed under section 209 (1) (d) of the Companies Act, 1956 for the products of the company.

ix) a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Sales Tax, Excise duty, Cess and other material statutory dues applicable to it.

b) According to the information and explanation given to us, undisputed amounts payable in respect of wealth tax, customs duty, excise duty and cess were in arrears, as at 31st March 2012 for a period of more than six months from the date they become payable.

c) According to the information and explanations given to us, there are dues of sales tax, customs duty, wealth tax, excise duty and cess, which have not been deposited on account of any dispute.

x) The accumulated losses of the Company as on 31st March, 2012 are not in excess of 50% its net worth. The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year

xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a financial institutions, bank or debenture holders.

xii) As per the information and explanations given to us the company has not granted any loans and advances on the basis of security by way of pledge of share''s debentures and other securities.

xiii) In our opinion, the company is not a chit fund or a nidhi mutual benefit fund/society. Therefore the provision of clause4 (xiii) of the Companies (Auditors Report) Order 2003 are not applicable to the Company

xiv) In respect of dealing in shares , securities and other investments , in our opinion and according to the information and explanations given to us proper records have been maintained of the transactions and contracts and timely entries have been made therein . The shares, securities and other investments have been held by the company in its own name

xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi) The Company has not raised any term loan during the year.

xvii) According to the information and explanations, given to us and on an overall examination of the balance sheet of the company, we report that no funds raised on short-term basis have been used for long-term investments. No long terms funds have been used to finance short-term except permanent working capital.

xviii) We are informed that the company has not made any preferential allotment of shares to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956.

xix) The company has not issued debentures and hence requirement of reporting regarding creation of securities in respect of debentures issued dose not arise.

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

xxi) As per the information and explanations given to us, no instance of material fraud on or by the Company has been noticed or reported during the year.

For D. P. AGARWAL & CO.

Chartered Accountants

firm Regd. No. 100068W

Damodar Prasad Agarwal

Place : Ahmedabad Membership No.: 035500

Date : 07/09/2012 Proprietor

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Mar 31, 2011

We have audited the attached Balance Sheet of Emporis Projects Limited, Ahmedabad as at 31st March, 2011 together with the Profit & Loss Account for the year ended on that date annexed there to and report that :

We conducted out audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures 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 Manufacturing and other Companies (Auditors Report) Order, 1988, issued by the Central Government in terms of the Section 227 (4A) of the Companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph 1 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 purpose of our Audit.

b. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of books of accounts.

c. In our opinion the Balance Sheet and Profit & Loss Account are drawn up in accordance with the accounting standards referred to in Section 211 (3C) of the companies Act, 1956.

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

e. On the basis of written representations received from the directors and taken on records by the Board of Directors we report that none of the directors of the company are disqualified from being appointed as directors of the company under 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 explanation given to us the said accounts subject to the notes thereon gives the information required and gives a true & far view.

(i) In the case of Balance Sheet of the state of affairs of the company as on 31* March, 2011.

AND

(ii) In the case of Profit & Loss Accounts of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

Annexure to the Auditors' Report referred to in paragraph 1 of our report of even date on the accounts for the year ended on 31st March, 2011 of Emporis Projects Limited.

1. The Company has maintained proper records to show full particulars including quantitative details and situation of its Fixed Assets. Fixed Assets of the company have been physically verified by the management and no discrepancy was noticed.

2. None of the Fixed Assets have been revalued during the year.

3. The stocks of finished goods, stores, spare parts, raw materials & items treated have been physically verified during the year by the management. In our opinion frequency of verification is reasonable.

4. The procedure of physical verification of stock followed by the management are reasonable and adequate in relation to the size of the company and nature of the business.

5. We are informed that no discrepancies were noticed on physical verification.

6. On the basis of our examination of stock records we are of the opinion that the valuation of stock is fair & proper in accordance with the normally accepted accounting principles and is on the basis as it was in the preceding year.

7. In our opinion the terms and conditions on which loans have been taken from the firms & other parties listed in the register maintained under section 301 are not prima facie, prejudicial to the interest of the company.

8. The company has not given loans to the companies under the same management which is prima facie prejudicial to the interest of the company.

9. The company has not given loan to its employees hence the question of reporting it does not arise

10. In our opinion & according to the information & explanations given to us there are adequate internal control procedure to commensurate with the size of the company & nature of its business with regard to purchase of stores, raw materials, items traded including components, plant & machinery, equipment & other assets with regard to the sales of goods.

11. In our opinion & according to the information & explanations given to us the transaction for purchase of raw material made in pursuance of contracts of agreements entered in the register & aggregating during the year to Rs.50,0007- or more in respect of each party have been made at a price which are reasonable in regard to the prevailing market price.

12. As explained to us, the company has regular procedure for determining of unserviceable & damaged stores, raw materials & finished goods & the same has been properly dealt with in the accounts.

13. Directives issued by the Reserve Bank of India and the provision of section 58-A of the Companies Act, 1956 and rules framed there under are not applicable as the company has not accepted any public deposits.

14. The company does not have any by products and scrap.

15. As the paid up Share Capital of the company and the average annual turnover of the company does not exceed the prescribed limit, the company did not require to have Internal Audit.

16. According to the Central Government has not made order under Section 209(1 )(d) of the Companies Act, 1956 for the industry in which the company is operating.

17. According to the information and explanations given to us no undisputed amount payable in respect of Income Tax, Sales Tax, Custom Duty and excise duty were out standing as at 31st March, 2003.

18. According to the information and explanations given to us and as per the records made available to us Provident Fund Scheme is introduced by the company and company has deposited both employers' contribution & employees contribution within specified time.

19. According to the information and explanations given to us no personal expenses of the employees or directors have been charged to revenue accounts, other than those payable under contractual obligation or in accordance with business practice.

20. The company is not sick industrial company within the meaning of clause (o) of sub section (1) of section 3 of the Sick Industrial Companies (Special Provisions) Act, 1985.

21. In respect of the trading & manufacturing activity of the company we were informed that there were no damaged goods hence the question of providing for loss on in books does not arise.



For Ashit T. Macwan

Chartered Accountants

(Ashit T. Macwan)

Place : Ahmedabad Proprietor

Date : 20-09-2011 Mem No. 107891

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Mar 31, 2010

We have audited the attached Balance sheet of Nilchem Capital Limited, Ahmedabad as at 31st March 2010 together with the Profit & Loss Account for the year ended on that date annexed there to and report that:

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures 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 in terms of Section 227(4A) of the companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) 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 purpose of our audit.

b. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of books of accounts.

c. In our opinion the Balance Sheet and Profit & Loss Account are drawn up in accordance with the accounting standards referred to in Section 211 (3C) of the companies Act, 1956 subject to the

d. The Balance Sheet & Profit Account dealt with by report are in agreement with the books of accounts.

e. On the basis of written representations received from the directors and taken on records by the Board of Directors we report that none of the directors of the company are disqualified from being appointed as directors of the company under 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 explanation given to us the said accounts subject to the notes thereon gives the information required and gives a true & fair view.

1. In the case of Balance Sheet, of the state of affairs of the company as at 31st March 2010.

AND

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT Annexure to the Auditors Report referred to in paragraph 1 of our report of even date on the accounts for the year ended on 31st March, 2010 of Nilchem Capital Limited.

(i) As there is no fixed assets in the company question of reporting thereof does not arise.

(ii) As there is no stock in the company question of reporting thereof does not arise.

(iii) In our opinion the terms and conditions on which loans have been taken from the firm & other parties listed in the register maintained under section 301 are not prima facie, prejudicial to the interest of the company.

(iv) The company has given loans secured or unsecured to companies, parties or firm listed in the register maintained under section 301 of the companies act, 1956 is prima facie prejudicial to the interest of the company.

(v) In respect of loans and Advances of the nature of loans given by the company, parties have generally not repaid the principal amount, as informed to us, in absence of any stipulation and the company has not charged interest, on most of such loans.

(vi) In our opinion & according to the information and explanations given to us there are adequate internal control procedures to commensurate with size of the company & nature of its business with regard to purchase of stores, raw materials, items traded including components, plant and machinery, equipment & other assets and with regard to the sale of goods.

(vii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section (209)(I)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(viii) (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income -tax, sales - tax, wealth-tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities though there had been delays in certain cases.

(b) According to the information & explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income -Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Cess and other material statutory dues were outstanding, at the year end for the period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding in respect of sales -tax, income-tax, customs duty, wealth-tax, excise-duty, cess on account of any dispute, are as follows:

(ix) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions and during the year.

(x) In our opinion & according to the information and explanations given to us the transaction for purchases of raw material made in pursuance of contracts of agreements entered in the register maintained under section 301 of the Companies Act, aggregating during the year to Rs. 50000/- or more in respect of each party have been made at a price which are reasonable in regard to the prevailing market prices.

(xi) Directives issued by the Reserve Bank of India and the provision of section 58- A of the Companies Act, 1956 and rules framed there under are not applicable as the company has not accepted any public deposits.

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

(xiii) As informed to us. Central Government has not order cost records under section 209(1) (d) of the Companies Act, 1956.

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

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

(xvi) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(iv)of the Companies (Auditors Report) Order, 2003 is not applicable.

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

(xviii) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these were obtained.

(xix) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds to the tune of Rs. Nil approximately (without considering permanent working capital) have been used to finance long term assets, stated to be primarily because of significant cash loss during the year.

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

(xxi) The Company did not have any outstanding debentures during the year.

(xxii) The Company has not raised any money through a public issue during the year.

(xxiii) Based upon the audit procedures performed for the purpose of reporting the true & fair view of the financial statement and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

Notes on accounts to and forming part of the Balance sheet as on 31st March 2010 and also of the profit and loss account for the year ended on that day.

1. General:

1) Previous Year figures have been regrouped wherever necessary.

2) The debit and credit balances in the Balance sheet are subject to the confirmation by the parties concerned and are subject to reconciliation if any.

3) No Provision for gratuity & Provident fund is made; as the actual valuation is not done the same is not quantified.

4) In the opinion of the board, Current assets, Loans and Advances are approximately of the value stated if realized in the ordinary course of business.

9) Estimated amount of capital contracts remaining to be executed on capital account: Rs. NIL (NIL)

10) According to the management, advances made to companies under section 370(1-B) or parties listed in register maintained under section 301 of the Companies Act, 1956 are as per the contractual obligations with the said party/ company or trade advances.

11 According to the management, the company has entered into an agreement for sale in respect of land. Final sale deed will be executed upon certain statutory clearance.

12) All the debtors including those outstanding for more than one year are considered good by the management: hence no provision of doubtful debts is made during the year.

For, ASHIT T. MACWAN

Chartered Accountant

(ASHIT T. MACWAN)

Place : Ahmedabad PROPRIETOR

Date : 31/05/2010 Mem No. 107891

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Mar 31, 2009

We have audited the attached Balance sheet of Nilchem Capital Limited, Ahmedabad as at 31st March 2009 together with the Profit & Loss Account for the year ended on that date annexed there to and report that:

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test check basis, evidence supporting the amounts and disclosures 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 in terms of Section 227(4A) of the companies Act, 1956, we give in the annexure a statement on the matters specified in paragraph 4 & 5 of the said order.

2. Further to our comments in the annexure referred to in paragraph (1) 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 purpose of our audit.

b. In our opinion proper books of accounts as required by law have been kept by the company so far as it appears from our examination of books of accounts.

c. In our opinion the Balance Sheet and Profit & Loss Account are drawn up in accordance with the accounting standards referred to in Section 211 (3C) of the companies Act, 1956 subject to the

d. The Balance Sheet & Profit Account dealt with by report are in agreement with the books of accounts.

e. On the basis of written representations received from the directors and taken on records by the Board of Directors we report that none of the directors of the company are disqualified from being appointed as directors of the company under 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 explanation given to us the said accounts subject to the notes thereon gives the information required and gives a true & fair view.

1. In the case of Balance Sh^frToM^&tate of affairs of the company as at 31st March 2009.

AND

2. In the case of Profit and Loss Account of the Loss for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT

Annexure to the Auditors Report referred to in paragraph 1 of our report of even date on the accounts for the year ended on 31st March, 2009 of Nilchem Capital Limited.

(i) As there is no fixed assets in the company question of reporting thereof does not arise.

(ii) As there is no stock in the company question of reporting thereof does not arise.

(hi) In our opinion the terms and conditions on which loans have been taken from the firm & other parties listed in the register maintained under section 301 are not prima facie, prejudicial to the interest of the company.

(iv) The company has given loans secured or unsecured to companies, parties or firm listed in the register maintained under section 301 of the companies act, 1956 is prima facie prejudicial to the interest of the company.

(v) In respect of loans and Advances of the nature of loans given by the company, parties have generally not repaid the principal amount, as informed to us, in absence of any stipulation and the company has not charged interest, on most of such loans.

(vi) In our opinion & according to the information and explanations given to us there are adequate internal control procedures to commensurate with size of the company & nature of its business with regard to purchase of stores, raw materials, items traded including components, plant and machinery, equipment & other assets and with regard to the sale of goods.

(vii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section (209)(i)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(viii) (a) The Company has been generally regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees state insurance, income -tax, sales - tax, wealth-tax, customs duty, excise duty, cess and other material statutory dues with the appropriate authorities though there had been delays in certain cases.

(b) According to the information & explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education & Protection Fund, Employees State Insurance, Income -Tax, Sales-Tax, Wealth-Tax, Custom Duty, Excise Duty, Cess and other material statutory dues were outstanding, at the year end for the period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding in respect of sales -tax, income-tax, customs duty, wealth-tax, excise-duty, cess on account of any dispute, are as follows:

(viii) Based on our audit procedures and as per the information and explanations given by the management, the Company has not defaulted in repayment of dues to financial institutions and during the year.

(ix) In our opinion & according to the information and explanations given to us the transaction for purchases of raw material made in pursuance of contracts of agreements entered in the register maintained under section 301 of the Companies Act, aggregating during the year to Rs. 50000/- or more in respect of each party have been made at a price which are reasonable in regard to the prevailing market prices.

(x) Directives issued by the Reserve Bank of India and the provision of section 58- A of the Companies Act, 1956 and rules framed there under are not applicable as the company has not accepted any public deposits.

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

(xii) As informed to us, Central Government has not order cost records under section 209(1) (d) of the Companies Act, 1956.

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

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

(xv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(iv)of the Companies (AuditorsReport) Order, 2003 is not applicable.

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

(xvii) Based on the information and explanations given to us by the management, term loans were applied for the purpose for which these were obtained.

(xviii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that short term funds to the tune of Rs. Nil approximately (without considering permanent working capital) have been used to finance long term assets, stated to be primarily because of significant cash loss during the year.

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

(xx) The Company did not have any outstanding debentures during the year.

(xxi) The Company has not raised any money through a public issue during the year.

(xxii) Based upon the audit procedures performed for the purpose of reporting the true & fair view of the financial statement and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For, ASHIT T. MACWAN Chartered Accountant

(ASHIT T. MACWAN) PROPRIETOR

Mem No. 107891

Place: Ahmedabad Date: 01/09/2009