Auditor Report of MBI Intercorp Ltd.

Mar 31, 2013

Report on the Financial Statements:

We have audited the accompanying financial statements M/s MBI INTERCORP LIMITED (Formerly known as Moonbeam Industries Limited), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and cash flow statement of the Company for the year ended on that date, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, and financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. 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:

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, but not for the purpose of expressing an opinion on the effectiveness of the Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the 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 31March 2013;

(ii) In the case of the Statement of Profit and Loss, of the LOSS for the year ended on that date, and

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

Emphasis of Matter:

Without qualifying our opinion, we draw attention to Note No.2.36 of the financial statements relating to non provisions of gratuity and leave liability. The Company has considered non provision of same as the same shall be accounted for on cash basis.

Report on Other Legal and Regulatory Requirements:

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

2. As required by section 227(3) of the Act, 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 purposes of our audit;

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

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

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

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

ANNEXURE TO AUDIT''S REPORT (REFERRED TO IN PARAGRAPH (1) OF OUR REPORT OF EVEN DATE)

(i) (a) The Company has 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. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off any substantial part of Fixed Assets.

(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 physically 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) On the basis of our examination of the records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301,of The Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b) (c) (d) (f) and (g) of the order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal Control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses 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 in to 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 arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) During the year under review, the company has not accepted any deposits from public.

(vii) In our opinion, the company has an in house internal Audit system commensurate with the size and nature of activities of the Company.

(viii) According to information and explanation given to us provision of section 209 (I) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply to the company.

(ix) (a) According to the records of the company, the company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and protection fund Employees'' State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom duty, Excise duty, Cess and other statutory dues. Following Statutory dues were outstanding as at 31/03/2013 for a period of more than 6 months from the date they became payable.

a. Provident fund Rs 309237.00

b. Employees State Insurance Rs. 208648.00

c. Sales Tax/Trade Tax Rs. 620432.00

d. Investor Education & Protection Fund Rs. 36602.50

(b) According to the records of the Company, except for disputed provident fund demand of Rs.12,28,909.00 as referred to in Note No. 2.22 being contested before Provident Fund Appellate authorities there are no dues of Income Tax, Custom Duty, Wealth Tax, Sales Tax, Service Tax, Excise Duty, Cess which have not been deposited on account of any dispute.

(x) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has not suffered cash losses during the financial year and has suffered cash losses in immediately preceding financial year.

(xi) Based on our audit procedures and on the basis of information and explanations given by the Management, we are of the opinion that the Company has not defaulted in re-payment of dues to financial institution or banks.

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

(xiii) The provisions of special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund / Society are not applicable to the company.

(xiv) The natural of company''s business / activities during the year does not include dealing in shares, securities, debentures or other investments; hence the requirement of offering comments on this clause is not applicable.

(xv) According to the information and explanation given to us and records made available to us, the company has not given guarantee for the loans taken by others from banks or financial institutions.

(xvi) The company has not taken any term loans during the financial year.

(xvii) 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 by the company.

(xviii) 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.

(xix) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

(xx) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

(xxi) Based upon the audit procedures performed and 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 M/s Sanjay Rawal & Co.

Chartered Accountants



-sd-

(Sanjay Rawal)

Partner

Membership No. - 088156

Dated: 30.08.2013

Place: New Delhi

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Mar 31, 2012

1. We have audited the attached Balance Sheet of MOONBEAM INDUSTRIES LIMITED, as at 31st March, 2012, the Profit & Loss Account and the Cash Flow Statement of the company for the period ended on that date annexed thereto, which we have signed under reference to this report. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with 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 misstatements. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An Audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation; we believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors' Report) Order,2003 issued by the Central Government in terms of section 227(4A) of the Companies Act,1956 (The Act) and on the basis of such checks as we considered appropriate and according to the information and explanations given to us ,in terms of the matters specified in paragraph 4 and 5 of the said order.

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

i) We have obtained all the information and explanation which to the best of our knowledge and belief are necessary for the purpose of our audit.

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

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

iv) In our opinion , the Balance Sheet and Profit & Loss Account dealt with by this report have been prepared in compliance with the accounting standards referred to in sub section (3C) of Section 211 of the Companies Act,1956.

v) On the basis of written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors of the Company, none of the directors is disqualified as on March 31, 2012 from being appointed as director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956. vi) We report that:

a) Note No. 2.23 (a) regarding non-provision of doubtful insurance claims amounting to Rs.42,25,784.00 and other doubtful Claim of Rs. 81,000.00.

b) Note No. 2.23 (b) regarding non provision of employee benefits in respect of Gratuity & Leave Encashment of erstwhile employees and disclosure requirement as required by revised AS 15 (Employee Benefits) issued under the Companies Accounting Standard rules 2006, amount not ascertained by the management and read together with notes thereon give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

c) We further report that without considering the items mentioned in paragraph (vi) b above, the impact of which could not be determined, had the impact of items referred in paragraph (vi) (a) Above been given in these accounts the loss for the year would have been Rs.50,43,721.56 (as against the reported Loss of Rs.7,36,937.56) and provision for doubtful claim would have been Rs.43, 06,784.00 (as against reported figure of Rs.NIL)

vii) In our opinion and to the best of our knowledge and according to the explanation given to us, the said accounts together with the notes thereon and attached thereto give in the prescribed manner the information required by the Companies Act,1956 and give a true and fair view in conformity with the accounting principles generally accepted in India ;

a) in the case of the Balance Sheet, of the state of affairs of the company as at 31st March,201Z

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

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

ANNEXURE TO AUDIT'S REPORT

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

(b) All tangible fixed assets of the company have been physically verified by the Management at reasonable intervals and no material discrepancies were noticed on such physical verification.

(c) In Our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year.

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

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

(b) The company has maintained proper records of inventories. The discrepancies noticed on verification between the physical stocks and the book records were not material.

iii) According to the information and explanations given to us, the company has neither granted nor taken any loans, secured or unsecured, to or from companies, firms and other parties covered in the register maintained under section 301,of The Companies Act, 1956. Accordingly, the provisions of clause 4 (iii) (b) (c) (d) (f) and (g) of the order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal Control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses 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 in to 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 arrangements entered in the register maintained under section 301 of the companies act, 1956 and exceeding the value of rupees five lakh in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

vi) During the year under review, the company has not accepted any deposits from public.

vii) In our opinion, the company has an in house internal Audit system commensurate with the size and nature of activities of the Company.

viii) According to information and explanation given to us provision of section 209 (I) (d) of the Companies Act, 1956 with regard to maintenance of cost records do not apply to the company.

ix) (a) According to the records of the Company, the company is not regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales- tax, Wealth tax, Custom Duty, Excise duty, cess Compiled by : Dion Global Solutions Limited and any other statutory dues were outstanding as at 31/03/2012 for a period of more than 6 months from the date they became payable

a. Provident Fund Rs. 359167.00

b. Employees State insurance Rs. 208648.00

c. Sales Tax/Trade Tax Rs. 620432.00

d. Investor Education & Protection Fund Rs. 36602.50

(b) According to the records of the Company, except for disputed provident fund demand of Rs. 12,28,909.00 as referred to in Note No. 1 being contested before Provident Fund Appellate Authorities there are no dues of Income Tax, Custom Duty, Wealth Tax, Sales Tax, Service Tax, Excise Duty, Cess which have not been deposited on account of any dispute.

x) The accumulated losses of the company exceed fifty percent of its net worth at the end of the financial year. The company has suffered cash losses during the financial year and also in immediately preceding financial year.

xi) Based on our Audit procedures and on the basis of information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or Banks.

xii) According to the information and explanation 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) The company is not a chit fund or a nidhi / mutual benefit fund /society. Therefore provisions of clause 4 (xiii) of paragraph 4 of the order are not applicable.

xiv) The nature of the company's business/activities during the year does not include dealing in shares, securities, debentures or other investments hence the requirement of offering comments on this clause is not applicable.

xv) According to the information and explanation given to us and records made available to us, the company has not given guarantee for the loans taken by others from banks or financial institutions.

xvi) The company has not taken any term loan during the financial year.

xvii) According to the records examined by us and the information and explanation given to us, we report that no funds raised on short term basis have been used for long term investment by the company.

xviii) 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.

xix) During the period covered by our audit report, the company has not issued any debentures requiring report under this clause.

xx) The company has not raised any money by public issue during the year and hence the question of disclosure and verification of end use of such moneys does not arise.

xxi) Based upon the audit procedures performed and 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 M/s Sanjay Rawal & Co.

Chartered Accountants -sd- (Sanjay Rawal) Membership No. – 088156 Dated: 23.08.2012

Place: New Delhi