Auditor Report of RSC International Ltd.

Mar 31, 2024

We have audited the financial statements of R S C INTERNATIONAL LIMITED (“the Company”),
which comprise the balance sheet as at 31st March 2024, and the statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of
Cash Flows and notes to the standalone Ind AS financial statements, for the year ended on that date,
and a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as “the standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Companies Act, 2013 (“Act”) in
the manner so required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its loss
and other comprehensive Income, changes in equity and its cash flows for the year ended on that
date.

Basis for qualified Opinion

1. The Company continues to prepare its account as going concern basis, despite facts that-

a. There is an erosion in the Net Worth of the Company.

b. Current liabilities are far in excess to current assets.

c. Company is incurring cash losses for last many years

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
Section 143(10) of the Act. Our responsibilities under those SAs are further described in the
Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of
Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the financial statements under the provisions of the Act and the Rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion on the financial statements

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the standalone financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information other than the financial statements and auditors'' report thereon

The Company''s board of directors is responsible for the preparation of the other information. The
other information comprises the information included in the Board''s Report including Annexures to
Board''s Report but does not include the financial statements and our auditor''s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained during the course of our audit or otherwise
appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial
Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards (AS) specified under section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.

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

• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management''s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Company''s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor''s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor''s report. However, future events or conditions may cause the Company to
cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in
evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in
the standalone financial statements.

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

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (“the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we
give in the ''Annexure A'', a statement on the matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

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

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

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

e) On the basis of the written representations received from the directors as on 31st March, 2023
taken on record by the Board of Directors, none of the directors is disqualified as on 31st
March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in ''Annexure B''.

g) With respect to the matter to be included in the Auditor''s Report under section 197(16), In our
opinion and according to the information and explanations given to us, the remuneration paid
by the Company to its directors during the current year is in accordance with the provisions of
section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid
down under section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other
details under section 197(16) which are required to be commented upon by us.

h) With respect to the other matters to be included in the Auditor''s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of
our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial

position.

ii. The Company did not have any long-term contracts including derivative contracts for which

there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of it''s know ledge and belief, no funds

have been advanced or loaned or invested (either from borrowed funds or share premium
or any other sources or kind of funds) by the company to or in any other person(s) or
entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, no
funds have been received by the company from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries; and

(c) Based on such audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material mis-statement.

v. No dividend has been declared or paid during the year by the company.

vi. Based on our examination, which included test checks, the Company has used accounting
software for maintaining its books of account for the financial year ended March 31,
2024, however the same does not have a feature of recording audit trail (edit log) facility.
We are informed that the Company is in process of upgrading the existing software which
will have a feature of recording audit trail (edit log) facility, consequently, we are unable
to comment on the audit trail feature of the said software

For D B S & ASSOCIATES.

Chartered Accountants
Firm Reg. No. 018627N

CA ROXY TENIWAL
Partner

Membership No. 141538
UDIN: 24141538BKGEAD5865
Date: 30/05/2024
Place: Jaipur

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Mar 31, 2014

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

Management''s responsibility for financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the company in accordance with the accounting principles generally accepted in India including accounting standards referred to in section 211(3C) 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.

Auditors'' responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards in 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 of 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 judgement, including the assessment of the risks of material misstatements of 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. And audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the 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 explanation given to us, the aforesaid 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, the state of affairs of the company as at 31st March, 2014.

(b) In the case of Statement of Profit and Loss, the profit or loss of the company for the year ended 31st March, 2014.

(c) In the case of Cash Flow Statement, the cash flows for the year ended 31st March, 2014.

REPORT IN OTHER LEGAL 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 Section 27(4A) of the Act, we give 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:

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

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

(c) The Balance Sheet, the Statement of Profit and Loss and the 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 Section 211(3C) of the Companies Act 1956.

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

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

1. In respect to Fixed Assets:

(a) The company has maintained proper records to show full particulars including quantitative details and situation of fixe d assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable having regard to size of the company and nature of its assets. No material discrepancy was noticed on such verification.

(c) In our opinion, the company has not disposed of any fixed assets during the year and the going concern status of the company is not affected.

2. In respect of Inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of stocks as compared to the books records were not material.

3. The company has not taken unsecured loan from the parties listed in the register maintained u/s 301 of the Companies Act 1956. The company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the registers maintained u/s 301.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and also sale of goods. During the course of our audit no major weakness have been observed in the internal controls.

5. In respect of transactions covered u/s 301 of the Companies Act 1956:

(a) In our opinion and according to the information and explanations give to us, the transactions that needed to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion the transactions made in pursuance of contracts or arrangements entered into the register maintained u/s. 301 of the Companies Act 1956 have been made at prices which are reasonable having regard to the prevailing market price.

6. According to the information and explanations given to us, the company has not accepted any deposits from public therefore provisions of Section 58-A and 58-AA of the Companies Act 1956 and rules made thereunder are not applicable to the company.

7. The company does not need any type of internal audit system looking to its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for products of the company u/s 209(1)(d) of the Companies Act 1956 therefore no such records have been maintained by the company.

9. (a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to the information and explanations given to us, undisputed amounts payable in respect of income tax amounting to Rs. 182/- were outstanding as at 31st March, 2014 for a period of more than six months from the date of they became payable.

(b) There are no disputed statutory dues.

10. The company has brought forward accumulated losses of Rs 1,88,64,802/- and has not incurred cash losses during the financial year covered by our audit.

11. According to information and explanation given to us, the company has not defaulted in repayment of dues to financial institutions.

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

13. In our opinion, the company is not a chit fund or Nidhi/ Mutual Benefit Fund/ Society; therefore Clause 4(xiii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the company.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us and the records examined by us, the company has not given any guarantee for loan taken by others from banks or financial institutions.

16. No term loan has been raised by the company during the year.

17. On the basis of overall examination of the Balance Sheet and the information and explanations given to us, we report that the company has not utilised any funds raised on short term basis for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered in the Register u/s 301 of the Companies Act 1956.

19. The company has not issued any debentures, therefore Clause 4(xix) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the company.

20. The company has not raised any money through a public issue during the year.

21. In our opinion and according to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

For Vimal Agarwal & Associates, Chartered Accountants,

(V. K. Agarwal) Partner Place: Jaipur Date: 5th Sep, 2014

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Mar 31, 2012

We have audited the attached Balance Sheet of RSC International Ltd. as on 31st March, 2012 and the Statement of Profit & Loss and Cash Flow Statement of the Company for the year ended on 31st March, 2012. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on the financial statements based on our audit.

We have 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 a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, our report is given in Annexure on the matters specified therein.

2. Further to our comments in Annexure annexed to this report, we have to report that:

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

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

iii) The Balance Sheet, Statement of Profit & Loss and Cash Flow Statement referred to in this report are in agreement with the books of account.

iv) In our opinion, Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in Sub-section 3(c) of Section 211 of the Companies Act, 1956.

v) Based on written representations made by all the directors of the Company as on 31.3.2012 and taken on record by Board of Directors of the company, none of the directors of the Company is disqualified as on 31.3.2012 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes and accounting policies attached thereto give the information required by the Companies Act, 1956 in the prescribed manner and give a true and fair view:-

a) In the case of Balance Sheet of the state of affairs of the Company as on 31.03.2012.

b) In the case of Statement of Profit & Loss of the profit for the year ended on 31.03.2012; and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on 31.03.2012.

ANNEXURE REFERRED TO IN PARAGRAPH: 1 OF OUR REPORT OF EVEN DATE

1. In respect of fixed Assets:

(a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No material discrepancy was noticed on such verification.

(c) In our opinion, the company has not disposed of any fixed assets during the year and the going concern status of the company is not affected.

2 In respect of inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verified of stocks as compared to book records were not material.

3 The company has not taken unsecured loan from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. The company has not granted any loan secured or unsecured to companies, firms or other parties listed in the registers maintained u/s 301.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and also sale of goods. During the course of our audit no major purchase of inventory,fixed assets and also sales of goods.During the course of our audit no major weakness have been observed in the internal controls.

5. In respect of transactions covered u/s 301 of the Companies Act, 1956:

(a) In our opinion and according to information and explanations given to us, the transactions that needed to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, have been made at prices which are reasonable having regard to the prevailing market prices.

6. According to information and explanations given to us, the company has not accepted any deposits from public therefore provisions of section 58 A and 58AA of the Companies Act, 1956 and rules made there under are not applicable to the company.

7. The Company does not need any type of internal audit system looking to its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for product of the company u/s 209(1) (d) of the Companies Act, 1956 therefore no such records have been maintained by the company.

9. a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, investor education and protection funds, income tax, sales tax, wealthy tax, custom duty, excise duty, cess and other statutory dues with appropriate authorities. According to information and explanations given to us, undisputed amounts payable in respect of income tax amounting to Rs. 182/ were outstanding as at 31st March, 2012 for a period more than six months from the date they become payable.

b)There are no disputed statutory dues.

10. The company has brought forward accumulated losses of Rs. 184,57,824/- and has not incurred cash losses during the financial year covered by our audit.

11. According to information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions.

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

13. In our opinion, the company is not a Chit Fund or Nidhi/ Mutual Benefit Fund/Society. Therefore Clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to information and explanations given to us and the records examined by us, the company has not given any guarantee for loan taken by others from banks or financial institutions.

16. No term loan has been raised by the company during the year.

17. On the basis of overall examination of the Balance Sheet and the information and explanations given to us, we report that the company has not utilised any funds raised on short term basis for long term investment

18. The company has not made any preferential allotment of shares to parties or companies covered in the register u/s 301 of the Companies Act, 1956.

19. The company has not issued any debenture. Therefore, Clause 4 (xix) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

20. The company has not raised any money through a public issue during the year.

21. In our opinion and according to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.



For Vimal Agarwal & Associates Chartered Accountants (FRN: 04187C)

(V. K. Agarwal) Partner M. No. 071627

Place: Jaipur Dated: 11th Aug, 2012

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Mar 31, 2011

We have audited the attached Balance Sheet of RSC International Ltd. as on 31st March, 2011 and the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on 31st March, 2011. These financial statements are the responsibility of the management of the company. Our responsibility is to express an opinion on the financial statements based on our audit.

We have 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 a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, our report is given in Annexure on the matters specified therein.

2. Further to our comments in Annexure annexed to this report, we have to report that:

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

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

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

iv) In our opinion, Balance Sheet, and Profit & Loss Account comply with the Accounting Standards referred to in Sub-section 3© of Section 211 of the Companies Act,l956.

v) Based on written representations made by all the directors of the Company as on 31.3.2011 and taken on record by Board of Directors of the company, none of the directors of the Company is disqualified as on 31.3.2011 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes and accounting policies attached thereto give the information required by the Companies Act, 1956 in the prescribed manner and give a true and fair view:-

a) In the case of Balance Sheet of the state of affairs of the Company as on 31.03.2011;

b) In the case of Profit & Loss Account of the profit for the year ended on 31.03.2011; and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on 31.03.2011.

ANNEXURE REFERRED TO IN PARAGRAPH : 1 OF OUR REPORT OF EVEN DATE

1. In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year in phased periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No material discrepancy was noticed on such verification.

(c) In our opinion, the company has not disposed of any fixed assets during the year and the going concern status of the company is not affected.

2. In respect of inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of stocks as compared to book records were not material.

3. The company has not taken unsecured loan from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the registers maintained u/s 301

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and also sale of goods. During the course of our audit no major weakness have been observed in the internal controls.

5. In respect of transactions covered u/s 301 of the Companies Act, 1956:

(a) In our opinion and according to information and explanations given to us, the transactions that needed to be entered into the register in pursuance of Section 301 of the Act have been so entered. '

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, have been made at prices which are reasonable having regard to the prevailing market price.

6. According to information and explanations given to us, the company has not accepted any deposits from public therefore provisions of Section 58-A and 58AA of the Companies Act, 1956 and rules made there under are not applicable to the company.

7. The Company does not need any type of internal audit system looking to its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for products of the company u/s 209(1) (d) of the Companies Act, 1956 therefore no such records have been maintained by the company.

9. a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to information and explanations given to us, undisputed amounts payable in respect of income tax amounting to Rs. 182/ were outstanding as at 31st March, 2011 for a period more than six months from the date they became payable.

b) There are no disputed statutory dues.

10. The company has brought forward accumulated losses of Rs. 185.83.118/ and has not incurred cash.

11. According to information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions.

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

13. In our opinion, the company is not a Chit Fund or Nidhi/ Mutual Benefit Fund/Society. Therefore Clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to information and explanations given to us and the records examined by us, the company has not given any guarantee for loan taken by others from banks or financial institutions.

16. No term loan has been raised by the company during the year.

17. On the basis of overall examination of the Balance Sheet and the information and explanations given to us, we report that the company has not utilised any funds raised on short term basis for long term investment.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register u/s 301 of the Companies Act, 1956.

19. The company has not issued any debenture. Therefore, Clause 4 (xix) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

20. The company has not raised any money through a public issue during the year.

21. In our opinion and according to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

Place: Jaipur For Vimal Agrawal & Associates

Dated: 30th May, 2011 Chartered Accountants

(FRN: 004187C)



(V. K. Agrawal)

Partner

---

Mar 31, 2010

We have audited the attached Balance Sheet of RSC International Ltd. as on 31st March, 2010 and the Profit & Loss Account and Cash Flow Statement of the Company for the year ended on 31st March, 2010. These financial statements are the responsibility of the management of the company.

Our responsibility is to express an opinion on the financial statements based on our audit.

We have 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 a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as valuating the overall financial statement presentation. We believe that our audit provides a reasonable sis for our opinion.

1. As required by the Companies (Auditors Report) order, 2003 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, our report is given in Annexure on the matters specified therein.

2. Further to our comments in Annexure annexed to this report, we have to report that:

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

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

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

iv) In our opinion, Balance Sheet, and Profit & Loss Account comply with the Accounting Standards referred to in Sub-section 3© of Section 211 of the Companies Act, 1956.

v) Based on written representations made by all the directors of the Company as on 31.3.2010 and taken on record by Board of Directors of the company, none of the directors of the Company is disqualified as on 31.3.2010 from being appointed as a director in terms of - clause (g) of sub section (1) of Section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us the said accounts read together with the notes and accounting policies attached thereto give the information required by the Companies Act, 195 6 in the prescribed manner and give a true and fair view:-

a) In the case of Balance Sheet of the state of affairs of the Company as on 31.03.2010;

b) In the case of Profit & Loss Account of the profit for the year ended on 31.03.2010; and

c) In the case of Cash Flow Statement, of the cash flows for the year ended on 31.03.2010.

ANNEXURE REFERRED TO IN PARAGRAPH : 1 OF OUR REPORT OF EVEN DATE

1. In respect of Fixed Assets:

(a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The fixed assets have been physically verified by the management during the year in phase* periodical manner, which in our opinion is reasonable, having regard to size of the company and nature of its assets. No material discrepancy was noticed on such verification.

(c) In our opinion, the company has not disposed of any fixed assets during the year and the going concern status of the company is not affected.

2. In respect of inventories:

(a) As explained to us, inventories have been physically verified by the management at regular intervals during the year. In our opinion, the frequency of verification is reasonable.

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

(c) The company has maintained proper records of inventories. As explained to us, the discrepancies noticed on physical verification of stocks as compared to book records were not material.

3. The company has not taken unsecured loan from the parties listed in the register maintained u/s 301 of the Companies Act, 1956. The company has not granted any loan, secured or unsecured to companies, firms or other parties listed in the registers maintained u/s 301.

4. In our opinion and according to information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for purchase of inventory, fixed assets and also sale of goods. During the course of our audit no major weakness have been observed in the internal controls.

5. In respect of transactions covered u/s 301 of the Companies Act, 1956:

(a) In our opinion and according to information and explanations given to us, the transactions that needed to be entered into the register in pursuance of Section 301 of the Act, have been so entered.

(b) In our opinion, the transactions made in pursuance of contracts or arrangements entered into the register maintained u/s 301 of the Companies Act, have been made at prices which are reasonable having regard to the prevailing market price.

6. According to information and explanations given to us, the company has not accepted any deposits from public therefore provisions of Section 58-A and 58AA of the Companies Act, 1956 and rules made thereunder are not applicable to the company.

7. The Company does not need any type of internal audit system looking to its size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records for products of the company u/s 209(l)(d) of the Companies Act, 1956 therefore no such records have been maintained by the company.

9. a) The company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, investor education and protection fund, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other statutory dues with the appropriate authorities. According to information and explanations given to us, undisputed amounts payable in respect of income tax amounting to Rs. 182/ were outstanding as at 31st March, 2010 for a period more than six months from the date they became payable.

b) There are no disputed statutory dues.

10. The company has brought forward accumulated losses of Rs. 187,75,760/ and has not incurred cash losses during the financial year covered by our audit.

11. According to information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions.

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

13. In our opinion, the company is not a Chit Fund or Nidhi/ Mutual Benefit Fund/Society. Therefore Clause 4(xiii) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

14. The company is not dealing or trading in shares, securities, debentures and other investments.

15. According to information and explanations given to us and the records examined by us, the company has not given any guarantee for loan taken by others from banks or financial institutions.

16. No term loan has been raised by the company during the year.

17. On the basis of overall examination of the Balance Sheet and the information and explanations given to us, we report that the company has not utilised any funds raised on short term basis for long term investment or vice versa.

18. The company has not made any preferential allotment of shares to parties or companies covered in the register u/s 301 of the Companies Act, 1956.

19. The company has not issued any debenture. Therefore, Clause 4 (xix) of the Companies (Auditors' Report) Order, 2003 is not applicable to company.

20. The company has not raised any money through a public issue during the year.

21. In our opinion and according to information and explanations given to us, no fraud on or by the company has been noticed or reported during the year, that causes the financial statements to be materially misstated.

Place: Jaipur For Vimal Agrawal & Associates

Dated: 30th May, 2010 Chartered Accountants

(FRN: 004187C)

(V. K. Agrawal)

Partner