Auditor Report of KEW Industries Ltd.

Mar 31, 2013

We have audited the accompanying financial statements of KEW Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2013, 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 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. 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.

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

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

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of 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;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2013, from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956.

The Annexure referred to in paragraph 1 of the Our Report of even date.

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

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no substantial portion of fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

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

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

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company. (e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the company has not entered into any contracts or arrangements referred to in section 301 of the Act. Thus sub clause (b) is not applicable on the company.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year.

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

8. As per information & explanation given by the management, cost records has been maintained by the company as prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act.

9. In respect of statutory dues:

(a) According to the records of the company, undisputed statutory dues including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax to the extent applicable and any other statutory dues have not been regularly deposited with the appropriate authorities. According to the information and explanations given to us there are outstanding statutory dues as on 31 st of March, 2013 for a period of more than six months from the date they became payable, detail of which is given in notes to accounts.

(b) According to the information and explanations given to us, there is no amount payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has defaulted in repayment of dues to Punjab Financial Corporation.

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

13. TheQxnpariyisrKjtadnitfundoranidhi/mutualbenefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has raised new term loan during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2013, we report that funds raised on short-term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any debentures during the period under audit.

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

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For Brij Aggarwal & Associates.

Chartered Accountants

FRN: 009435N

Date: 27/05/2013 Brij Aggarwal

Place: Jalandhar (Partner)

M. No.: 016974

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Mar 31, 2012

1. We have audited the attached balance sheet of M/S KEW INDUSTRIES LIMITED as at 31-03-12 &the Profit and Loss A/c for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standard 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 the disclosures in the financial statements.An audit also includes assessing the accounting principles used & the significant estimates made by management , as well as evaluating the overall financial statements 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 Central Government of India in terms of sub section (AA) of section 227 of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that :

I) We have obtained all the information & explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit subject to note (vii) below.

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 subject to note (vii) below.

iii) The balance Sheet and Profit & Loss A/c and Cash Flow statement dealt with by this report are in agreement with the books of accounts subject to point (vii) below :

iv) In our opinion, the balance sheet and profit and loss a/c and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub sec. (3C) of section 211 of the Companies Act, 1956 to the extent applicable except accounting standard 15 in regard to Gratuity and Leave encashment benefits to employee, which are accounted for on cash basis.

v) On the basis of written representations received from the directors and the information and explanations given to us, none of the directors is as on 31st March 2012, prime facie disqualified 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-tipinion and to the best of our . information and according to the explanation given to us, the said accounts read together with & subject to notes attached therewith & subject to points in clause (iv) & (vii) give the information required by the companies Act,1956, in the manner so required 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 31 st March, 2012.

b) In case of the profit & loss a/c, of the profit for the year ended on that date.

c) I n case of cash flow statement of the cash flow for the year ended on that date.

vii) a) The balances of different accounts of L & T Finance Ltd. are subject to Confirmation and reconciliation. No interest has been provided on all the loans of L & T Finance Ltd.

b) The balances of P.F.C. are subject to confirmation and reconciliation. Interest on P.F.C. Loan has not been provided in the books of accounts.

c) Provision for taxation is as per Company's calculation.

Referred to in para 3 of our report of even date.

I. a) The company has generally maintained proper records showing full particulars including qantitative details and situation of fixed assets.

b) As explained to us, all the assets have been physically verified by the management at the year end. According to the information and explanation given to. us, no material discrepa ices were noticed on such verification as compared to book records.

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

II. a) We have been told that the inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

III. The Company has not granted/taken any loan to/from the companies, firms or other parties Covered in the register under section 301 of the companies act. 1956.

IV In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase 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 weakness in internal control.

V. Register has been maintained U/s 301 of the companies Act, 1956.

VI. According to the information and explanations given to us, the company has not accepted any public deposits during the year.

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

VIII As explained to us, the Central Govt, has not prescribed maintenance of cost records U/s 209(1) (d) of the Companies act, 1956 for any of the products of the Company.

X. The company has earned profits during the financial year as well as in the previous year.

XI) The Company has defaulted in repayment of dues to Punjab Financial Corporation. Complete details with respect to which can't be provided as the necessary records have not been made available to us.

XII) According to the information & explanations given to us. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII) In our opinion, the company is not a chit fund or a Nidhi/ mutual benefit fund/society.

XIV) In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

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

XVI) During thi$.year, the Company has used short term funds fgr long term investment.

XVII) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u./s 301 of the Act, but no such register has been maintained.

XVIII) According to the information and explanations given to us, the company has not issued any debentures.

XIX) During the year, the company has not allotted any shares to public.

XX. According to the information & explanations given to us, no fraud on or by the company has been noticed during the year.

For Brij Aggarwal & Associates

Chartered Accountants

Place: Jalandhar (BRIJ AGGARWAL)

Dated: 11.08.2012 Partner

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Mar 31, 2011

1. We have audited the attached balance sheet of M/S KEW INDUSTRIES LIMITED as at 31-03-11 & the Profit and Loss A/c for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standard 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 the disclosures in the financial statements. An audit also includes assessing the accounting principles used & the significant estimates made by management , as well as evaluating the overall financial statements 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 Central Government of India in terms of sub section (AA) of section 227 of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that :

i) We have obtained all the information & explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit subject to note (vii) below.

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 subject to note (vii) below.

iii) The balance Sheet and Profit & Loss A/c and Cash Flow statement dealt with by this report are in agreement with the books of accounts subject to point (vii) below :

iv) In our opinion , the balance sheet and profit and loss a/c and cash flow Statement dealt with by this report comply with the accounting standards referred to in sub sec. (3C) of section 211 of the Companies Act, 1956 to the extent applicable except accounting standard 15 in regard to Gratuity and Leave encashment benefits to employee, which are accounted for on cash basis.

v) On the basis of written representations received from the directors and the information and explanations given to us, none of the directors is as on 31st March 2011, prime facie disqualified 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 explanation given to us, the said accounts read together with & subject to notes attached therewith & subject to points in clause (iv) & (vii) give the information required by the companies Act, 1956, in the manner so required 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 case of the profits loss a/c, of the profit for the year ended on that date.

c) In case of cash flow statement of the cash flow for the year ended on that date.

vii) a) The quantitative figures regarding purchase, sale and stock of trading goods have not been given separately at Point No. 12 of the notes to the accounts.

b) The accounts of L & T Finance Ltd. are subject to Confirmation and reconciliation. No interest has been provided on the loan of L&T Finance Ltd.

c) The balances of P.F.C. are subject to confirmation and reconciliation. Interest on P.F.C. Loan has not been provided in the books of accounts.

d) Provision for taxation is as per Company's calculation.

e) No balance confirmation from parties has been provided to us.

Referred to in para 3 of our report of even date.

I. a) The company has generally maintained proper

records showing full particulars including quantitative details and situation of fixed assets.

b) As explained to us, all the assets have been physically verified by the management at the year end. According to the information and explanation given to us, no material discrepancies were noticed on such verification as compared to book records.

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

II. a) We have been told that the inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c) Stock register in respect of trading goods, has not been made available to us. As explained to us, discrepancies noticed on verification between the physical stocks and the book record in respect of manufacturing goods were not material and have been properly dealt within the books of account.

III. The Company has not granted/taken any loan to/from the companies, firms or other parties Covered in the register under section 301 of the companies act.1956.

IV In our opinion and according to the information and explanations given to us , there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase 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 weakness in internal control.

V. No register has been maintained U/s 301 of the companies Act, 1956.

VI. According to the information and explanations given to us, the company has not accepted any public deposits during the year.

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

VIII As explained to us, the Central Govt, has not prescribed maintenance of cost records U/s 209 (1) (d) of the Companies act, 1956 for any of the products of the Company.

IX) The company has earned profits during the financial year as well as in the previous year.

XI) The Company has defaulted in repayment of dues to Punjab Financial Corporation. Complete details with respect to which can't be provided as the necessary records have not been made available to us.

XII) According to the information & explanations given to us. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

XIII) In our opinion, the company is not a chit fund or a Nidhi/mutual benefit fund/society.

XIV) In our opinion, the company is not dealing or trading in shares, securities, debentures or other investments.

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

XVI) During this year, the Company has used short term funds for long term investment.

XVII) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u./s 301 of the Act, but no such register has been maintained.

XVIII) According to the information and explanations given to us, the company has not issued any debentures.

XIX) During the year, the company has not allotted any shares to public.

XX. According to the information & explanations given to us, no fraud on or by the company has been noticed during the year.

For Brij Aggarwal & Associates

Chartered Accountants

Place: Jalandhar (BRIJ AGGARWAL)

Dated: 11.08.2011 Partner

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Mar 31, 2010

1. We have audited the attached balance sheet of M/S KEW INDUSTRIES LIMITED as at 31-03-10 & the Profit and Loss A/c 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 conducted our audit in accordance with auditing standards generally accepted in India. Those standard 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 the disclosures in the financial statements.An audit also includes assessing the accounting principles used & the significant estimates made by management , as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub section (AA) of section 227 of the Companies Act, 1956, We enclose in the annexure a statement on the matters specified in paragraph 4 and 5 of the said order.

4. Further to our comments in the annexure referred to above, we report that :

i) We have obtained all the information & explanation, which to the best of our knowledge and belief were necessary for the purpose of our audit subject to note (vii) below .

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 subject to note (vii) below .

iii) The balance Sheet and Profit & Loss A/c dealt with by this report are in agreement with the books of accounts subject to point (vii) below :

iv) In our opinion , the balance sheet and profit and loss a/c dealt with by this report comply with the accounting standards referred to in sub sec. (3C) of section 211 of the Companies Act, 1956 to the extent applicable except accounting standard 15 in regard to Gratuity and Leave encashment benefits to employee, which are accounted for on cash basis.

v) On the basis of written representations received from the directors and the information and explanations given to us, none of the directors is as on 31st March 2010, prime facie disqualified 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 explanation given to us, the said accounts read together with & subject to notes attached therewith & subject to points in clause (iv) & (vii) give the information required by the companies Act,1956, in the manner so required 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 case of the profit & loss a/c, of the profit for the year ended on that date.

vii) a) The quantitative figures regarding purchase, sale and stock of trading goods have not been given separately at Point No. 7 of the notes to the accounts.

b) The balance of different accounts of L & T Finance Ltd. are subject to confirmation and reconciliation.

c) The balance of different accounts of P.F.C. are subject to confirmation and reconciliation.

d) Provision for taxation is as per Companys calculation.

viii) No confirmation has been provided from parties to us.

Referred to in para 3 of our report of even date.

I. a) The company has generally maintained proper records showing full particulars including qantitative details and situation of fixed assets.

b) As explained to us, all the assets have been physically verified by the management at the year end. According to the information and explanation given to us, no material discrepancies were noticed on such verification as compared to book records.

c) The company has not disposed off substantial portion of its fixed assets except vehicle No.PB 08AD0830 during the year.

II. a) We have been told that the inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion, the frequency of verification is reasonable.

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

c) Stock register in case of trading goods has not been made available to us, as explained to us, discrepancies noticed on verification between the physical stocks and the book record in respect of manufacturing goods were not material and have been properly dealt within the books of account.

III. The Company has not granted/taken any loan to/from the companies firms or other parties Covered in the register under section 301 of the companies act. 1956. No such register has been maintained.

IV In our opinion and according to the information and explanations given to us, there is adequate internal control procedure commensurate with the size of the company and the nature of its business with regard to purchase 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 weakness in internal control.

V. No register has been maintained U/s 301 of the companies Act, 1956 showing the transactions that needed to be mentioned therein.

VI. According to the information and explanations given to us, the company has not accepted any public deposits during the year.

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

VIII As explained to us, the Central Govt, has not prescribed maintenance of cost records U/s 209(1) (9d) of the Companies act, 1956 for any of the products of the Company.

IX The company has earned profits during the financial year as well as in the previous year.

X. According to the information & explanations given to us. The company has not granted any loans and advances on the basis of security by way of security by way of pledge of shares, debentures and other securities.

XI. In our opinion, the company is not a chit fund or a nidni/ mutual benefit fund/society.

XII. In our opinion, the company is not dealing or in trading in shares, securities, debentures or other investments.

XIII. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from Banks or financial institutions.

XIV. In our opinion and according to the information and explanations given to us and on, an overall examination Balance Sheet of the Company we report that funds raised on short term basis have not been used for the long term investments and vice versa.

XV. According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained u/s 301 of the Act, but no such register has been maintained.

XVI. According to the information and explanations given to us, the company has not issued any debentures.

XVII. During the year,the company has not allotted any shares to public.

XVIII. According to the information & explanations given to us, no fraud on or by the company has been noticed during the year.

For Brij Aggarwal & Associates

Chartered Accountants

Place: Jalandhar (BRIJ AGGARWAL)

Dated: 02.09.2010 Partner