Auditor Report of JMDE Packaging & Realties Ltd.

Mar 31, 2014

1. We have audited the attached standalone Balance Sheet of M/S JMDE PACKAGING & REALTIES LIMITED, as at 31st March 2014, the Profit and Loss Account and also 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 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 issued by the Company Law Board in terms of section 227(4A) 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

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 the law have been kept by the company so far as appears from our examination of such books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

d) 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 Companies Act, 1956;

e) Based on the representations made by all the directors of the Company on Board and the information and explanation made available to us by the Company, none of the directors of the company prima facie have any disqualification as referred to in the section 274 sub section (1) clause (g) of the Companies Act 1956.

f) In our opinion and to the best of the information and according to the explanation given to us the said accounts read with Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give the true and fair view

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

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

AND

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

M/S JMDE PACKAGING & REALTIES LIMITED Annexure Referred to in paragraph 3 of our report of even date

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off a substantial part of the Fixed Assets affecting the going concern of the Company.

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

(b) The procedure of physical verification of Inventories followed by the management are reasonable and adequate in relation to size of the Company and nature of its business.

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

3. (a) We have been informed that the Company has taken unsecured loan from One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The Company has given loan to two Companies and one other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The rate of Interest and terms of conditions are not prima facie prejudicial to the interest of the Company.

(c) The Principal amount and interest thereon are paid regularly on due date or immediately thereafter.

(d) There is no overdue amount of loan taken from or granted to companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, Fixed Assets and with regards to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transaction that needs 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 transaction made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,000/- in respect of any party during the year have been made at price which are reasonable having regards to prevailing market price at the relevant time.

6. As informed, the Company has not taken any deposits in accordance with section 58A, 58AA of the Companies Act, 1956 during the year.

7. In our opinion, the company has an in-house internal audit system commensurate with the size and nature of its business.

8. As informed, the maintenance of cost record under section 209 (1) (d) is not applicable to the Company.

9. (a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed

statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of wealth tax, sales tax, customs duty, excise duty and cess, except a demand notice of Rs. 32,86,212/- with respect to income tax pertaining to assessment year 2009 - 2010 that have not been deposited as on 31st March 2014.

10. The Company has accumulated losses, as at 31st March 2014, and it has brought forward losses amounting to Rs. 3,98,98,085/-.

11. Based on our Audit Procedures and on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of its dues to a financial institutions and banks during the year.

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

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

14. The company is dealing in or trading in shares, securities, debentures and other investments and in our opinion and according to the information and explanations given to us, the company has maintained proper records of all transaction and contracts and has made timely entries therein. The stock and investment of shares held by the company are in its own name or are in the process of transfer in its own name.

15. In our opinion and as per the information given to us, Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans that were not applied for the purpose for which these were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on the short-term basis have been used for long-term investment and vice versa.

18. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956 during the year.

19. No Debenture is issued during the year; hence the clause is not applicable.

20. The Company has not raised any capital by way of public issue

21. We have been informed that there is no fraud on or by the company has been noticed/ reported during the year under review.

For PSV Jain & Associates Chartered Accountants

Sd/- CA Pramod Jain Partner Membership No. 137264

Place: Mumbai Dated: 30th August 2014

---

Mar 31, 2013

1. We have audited the attached standalone Balance Sheet of M/S JMDE PACKAGING & REALTIES LIMITED, as at 31st March 2013, the Profit and Loss Account and also 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 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 issued by the Company Law Board in terms of section 227(4A) 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.

4. Further to our comments in the Annexure referred to in paragraph 3 above:

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 the law have been kept by the company so far as appears from our examination of such books;

c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement referred to in this report are in agreement with the books of account;

d) 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 Companies Act, 1956;

e) Based on the representations made by all the directors of the Company on Board and the information and explanation made available to us by the Company, none of the directors of the company prima facie have any disqualification as referred to in the section 274 sub section (1) clause (g) of the Companies Act 1956.

f) In our opinion and to the best of the information and according to the explanation given to us the said accounts read with Notes thereon give the information required by the Companies Act, 1956, in the manner so required and give the true and fair view

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

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

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

Annexure Referred to in paragraph 3 of our report of even date

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

(b) All the assets have been physically verified by the management during the year and no material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off a substantial part of the Fixed Assets affecting the going concern of the Company.

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

(b) The procedure of physical verification of Inventories followed by the management are reasonable and adequate in relation to size of the Company and nature of its business.

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

3. (a) We have been informed that the Company has taken unsecured loan from One party listed in the register to be maintained under section 301 of the Companies Act, 1956. The Company has given loan to two Companies and one other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The rate of Interest and terms of conditions are not prima facie prejudicial to the interest of the Company.

(c) The Principal amount and interest thereon are paid regularly on due date or immediately thereafter.

(d) There is no overdue amount of loan taken from or granted to companies, firm or other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, Fixed Assets and with regards to sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the transaction that needs 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 transaction made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs 5,00,000/- in respect of any party during the year have been made at price which are reasonable having regards to prevailing market price at the relevant time.

6. As informed, the Company has not taken any deposits in accordance with section 58A, 58AA of the Companies Act, 1956 during the year.

7. In our opinion, the company has an in-house internal audit system commensurate with the size and nature of its business.

8. As informed, the maintenance of cost record under section 209 (1) (d) is not applicable to the Company.

9. (a) According to the information and explanations given to us, the company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, there are no disputed amounts payable in respect of Income Tax, wealth tax, sales tax, customs duty, excise duty and cess that have not been deposited as on 31st March 2011.

10. The Company does not have any accumulated losses, as at 31st March 2013, it has not brought forward loss of last year.

11. Based on our Audit Procedures and on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of its dues to a financial institutions and banks during the year.

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

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

14. The company is dealing in or trading in shares, securities, debentures and other investments and in our opinion and according to the information and explanations given to us, the company has maintained proper records of all transaction and contracts and has made timely entries therein. The stock and investment of shares held by the company are in its own name or are in the process of transfer in its own name.

15. In our opinion and as per the information given to us, Company has not given any guarantees for loans taken by others from banks or financial institutions.

16. The Company has not obtained any term loans that were not applied for the purpose for which these were raised.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on the short-term basis have been used for long term investment and Vice versa.

18. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956 during the year.

19. No Debenture is issued during the year; hence the clause is not applicable.

20. The Company has not raised any capital by way of public issue

21. We have been informed that there is no fraud on or by the company has been noticed/ reported during the year under review.

For PSV Jain & Associates Chartered Accountants

Sd/- CA Pramod Jain Partner Membership No. 137264 Place: Mumbai Dated: 30th August 2013

---

Mar 31, 2012

We have audited the attached Balance Sheet of JMDE PACKAGING & REALTIES LIMITED, as at 31st March 2012 and also the Profit and Loss Account for the year ended on that date. 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. These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on 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.

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

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

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

(2) In our opinion the Company, as required by law, has kept proper books of account, so far as it appears from our examination of such books.

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

(4) 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;

(5) On the basis of written representation received from the directors, as on 31st March 2012 and taken on record by the Board of Directors, we do hereby certify that none of the directors of the company as on 31st March 2012 is disqualified for appointment as director in the aforesaid company in terms of clause (g) of sub - section 274 of the Companies Act, 1956 on the said date.

(6) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read with the significant accounting policies and notes on Accounts annexed thereto, give the information required by the Companies Act, 1956, in the manner so required and gives 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 as at 31st March, 2012, and

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

AND

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

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

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

(b) All the assets have not been physically verified by the management during the year but there is a regular programme of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

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

2. (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 inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The company has not granted any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of Goods and services and Fixed Assets for to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time;

6. The company has not accepted any deposits from public.

7. In our opinion, the company has an internal Audit system commensurate with its size and nature of business.

8. We have broadly reviewed the books of account and other relevant records and are of the opinion that the Central Government has not prescribed any rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, Excise duty and cess were in arrears, as at 31st March, 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute. There is a due of Rs.32 Lacs in respect of Income Tax for the Assessment Year 2003 – 04 which has not been deposited on account of dispute; the dispute is pending before The Assistant Commissioner of Income Tax.

10. In our opinion, the company has accumulated losses amounting to Rs.40,820,885/- at the end of the financial year covered by our audit. The company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, banks due to certain dispute between the company and the banks. Details are as under:

Name of Institution/Bank 2011 - 2012 2010 – 2011

Dena Bank Ltd Rs. 64,50,935 Rs. 64,50,935

12. We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

15. The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any term loans during the year under consideration.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. According to the information and explanations given to us, the company has made preferential allotment of shares warrants to parties and companies covered in the register maintained under section 301 of the Act.

19. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued debentures.

20. Company has received no funds on basis of public issue.

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

For Chirawewala & Associates

Chartered Accountants

Archana Chirawewala

Proprietor

ICAI Membership No: 0116975

Place: Mumbai

Date: 30th August, 2012

---

Mar 31, 2011

We have audited the attached Balance Sheet JMDE Packaging & Realties Ltd, as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date. 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 These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on 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.

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

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

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

(2) In our opinion the Company, as required by law, has kept proper books of account so far as it appears from our examination of such books.

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

(4) 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.

(5) On the basis of written representation received from the directors, as on 31st March 2011 and taken on record by the Board of Directors, we do hereby certify that none of the directors of the company as on 31 March 2011 is disqualified for appointment as director in the aforesaid company in terms of clause (g) of sub - section 274 of the Companies Act, 1956 on the said date;

(6) n our opinion and to the best of our information and according to the explanations given to us he said accounts read with the significant accounting policies and notes on Accounts annexed thereto, and subject to give the information required by the Companies Act, 1956 in the manner accept in conformity with the accounting principles generally

a) in the case of the Balance Sheet, of the state of affairs as at 31st March, 2011, and

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 of the Company for the year ended on that date

ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

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

All the assets have not been physically verified by the management during the year but there is a regular Programmers of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification. (c) During the year, the company has not disposed off a substantial part of the fixed assets.

2. (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 inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3. (a) The company has not granted any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

(b) The company has not taken any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of Goods and services and Fixed Assets for to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls. 5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section; and

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance cf contracts or arrangements entered in the register maintained under section 301 of the Act have been made at prices which are reasonable having regard to prevailing market prices at the relevant time;

6. The company has not accepted any deposits from public.

7. In our opinion, the company has an internal Audit system commensurate with its size and nature of business.

8. We have broadly reviewed the books of account and other relevant records and are of the opinion that the Central Government has not prescribed any rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.

9. (a) The company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales tax, Excise duty and cess were in arrears, as at 31st March, 2011 for a period of more than six months from the date they became payable.

(c) According to the information and explanation given to us, there are no dues of sale tax, customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute. There is a due of Rs.8.98 Lacs in respect of Income Tax for the Assessment Year 1996 - 97 which has not been deposited on account of dispute; the dispute is pending before The Assistant Commissioner of Income Tax.

10. In our opinion, the company has accumulated losses amounting to Rs. 12,46,04,944/- at the end of the financial year covered by our audit. The company has not incurred cash loss during the financial year covered by our audit and cash loss of Rs. 13,80,074/- has been incurred in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank s due to certain dispute between the company and the banks. Details are as under:

Name of Institution/Bank 2010-11 2009-10

Dena Bank Ltd 6,4,50,935 6, 4,50,935

12. We are of the opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. 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 the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

The company has not given guarantees for loans taken by others from banks or financial institutions.

16. The company has not raised any term loans during the year under consideration.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

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

19. According to the information and explanations given to us, during the period covered by our audit report, the company had not issued debentures.

20. Company has not received any fund by way of public issues.

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

For Chirawewala & Associates

Chartered Accounts



Aronana Chirawewala

Proprietor

ICAI Membership No:0l16975

Place: Mumbai

Date: 30h September, 2011

---

Mar 31, 2010

We have audited the attached Balance Sheet of JMDE PACKAGING & REALTIES LIMITED as at 31st March 2010 and also the Profit and Loss Account for the year ended on that date 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 These Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement An audit Includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements An audit also includes assessing the accounting principles used by management 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 (Auditors Report) Order 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956. we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order

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

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

(2) In our opinion the Company, as required by law. has kept proper books of account, so far as it appears from our examination of such books

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

(4) 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, 1958.

(5) On the basis of written representation received from the directors, as on 31*' March 2010 and taken on record by the Board of Directors, we do hereby certify that none of the directors of me company as on 31" March 2010 Is disqualified for appointment as director in the aforesaid company in terms of clause (g) of sub - section 274 of the Companies Act, 1956 on the said date.

(6) In our opinion and to the best of our information and according to the explanations given to us, they said accounts read with the significant accounting policies and notes on Accounts annexed thereto, give the information required by the Companies Act, 1956. in the manner so required and gives a true and fair view in conformity with the accounting principles generally accepted m India

a) in the case of the Balance Sheet, of the state of affairs as at 31st March, 2010, and

b) in me case of the Profit and Loss Account of the PROFIT for the year ended on that date AND

c) In the case of Cash Row Sts' the cash flows of the Company for the year ended on that date





ANNEXURE TO THE AUDITORS' REPORT

(Referred to in paragraph 3 of our report of even date)

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

(hi All the assets have not been physically verified by the management during the year but there is a regular Programmed of verification which, in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification (c) During the year, the company has disposed off a substantial part of the fixed assets The Company has disposed off its plant based at Dadra.

2 (a) Since the company has ceased to operate its manufacturing business and had disposed off all of its plant and other maternal. reporting for inventory and subsequent requirement of CARO does not apply

3 (a) The company has not granted any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956

(b) The company has not taken any loan to Companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us. there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of Goods and services and Red Assets for lo the sale of goods and services During then . course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls

5 (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the Act have been entered into the register required to be maintained under that section, and

b) In our opinion and according to the information and explanations given to us. the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act have been made at prices which are having regard to prevailing market prices all the relevant time,

6 The company has not accepted any deposits from public

7 In our opinion, the company has an internal Audit system commensurate with its size and nature of business

8 We have broadly reviewed the books of account and other relevant records and are of the opinion that the Central Government has not prescribed any rules for the maintenance of cost records under section 209 (1) (d) of the Companies Act. 1956

9 (a) The company Is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees state insurance, income tax sales tax. wealth tax, service tax. custom duty, excise duty cess and other material statutory dues applicable to it.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, sales lax. Excise duty and cess were in arrears, as at 31st March. 2010 for a period of more than six months from the date they became payable

(c) According to the information and explanation given to us. there are no dues of sale tax. customs duty, wealth tax, excise duty and cess which have not been deposited on account of any dispute There as a due of Rs 8.98 Lacs In respect of Income Tax for the Assessment Year 1996 - 97 which has not been deposited on account of dispute; the dispute is pending before The Assistant Commissioner of Income Tax.

10. In our opinion, the company has accumulated losses amounting to Rs 6.04,91 447'- at the end of the financial year covered by our audit The company has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11 In our opinion and according to the information and explanations given to us. the company has defaulted in repayment of dues to a financial institution, bank due to ceri3tn dispute between the company and the banks. Details are as under.

Name of Institution/Bank 2009- 10 2008 - 09

The South Indian Bank Ltd NIL 1,50,53,936/-

Dena Bank Ltd 44,18,964/- 44,18,964/-



12 We are of true opinion that the company has maintained adequate records where the company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securable

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

14 The Company is dealing in or trading in shares, securities debentures and other investments and in our opinion and according to the information and explanations given to us. the company has maintained proper records of all transaction and contracts and has made timely entries therein The stock and investment of the shares held by the company are in its own name or are in the process of transfer in its own name.

15 The company has not given guarantees for loans taken by others from banks or financial institutions 18 The company has not raised any term loans during the year under consideration

17 According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that the no funds raised on short-term basis have been used for long- term investment.

18 According to the information and explanations given to us, the company has made preferential allotment of shares warrants to parties and companies covered in the register maintained under section 301 of the Act

19 According to the information and explanations given to us, during the period covered by our audit report. the company had not issued debentures

20 Company has received Rs 2 13,75 000/- towards application money on issue of Share Warrants on preferential basis

21 According to the information and explanations given to us no fraud on or by the company has been noticed or reported during the course of our audit

For B. M. Gattani & Co.

Charted Accountant

B.M. Gattani

Proprietor

ICAI Membership No. 046077

Place: Mumbai

Date: 30th August 2010