Auditor Report of SC Agrotech Ltd.

Mar 31, 2024

We have audited the accompanying financial statements ofM/s. SC Agrotech Limited which comprise the Balance Sheet as at
31^st March, 2024, the Profit & Loss Account and Cash Flow Statement for the year ending 31.03.2024 and a summaiy of
significant accounting policies and other explanatoiy information. 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.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements gh''e 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, of the state of affairs of the Company as at 31 March 2024 and its profit
for the year ended on that date.

BASIS OF OPINION

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act,
2013. Our responsibilities under those Standards are further described in the auditor’s responsibilities for the audit of the
financial statements section of our report. We are independent of the Companyt 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 beliex''e that the audit evidence we have
obtained is sufficient and appropriate to proride a basis for our opinion.

MATERIAL UNCERTAINTY RELATED TO GOING CONCERN (INCL UDE ONLY IS APPLICABLE)

The Company is incorporated in 28.11.1990.

As per the Financial Statements & review of records and evidence, it seems that company have enough finds and assets as
compared to its liabilities. These factors do not make any doubt on uncertainty of company as a going concern.

KEY A UDITMA TIERS

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

Reporting of key^; audit matters as per SA 701, Key Audit Matters are not applicable to the Company as it is an unlisted
company''.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS⁹ REPORT THEREON

The Company’s board of directors are responsible for the preparation of the other information. The other information
comprises the information included in the Board’s Repori including Annexures to Board’s Repori, Business Responsibility
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 w ith the standalone 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 hct\''e performed!, we conclude that there is a material misstatement of this other information, we are
required to report that fact. However, we have nothing to report in this regard

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company’s Board of Directors are 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 and
financial performance of the Company* in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This
responsibility> also includes maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fiauds 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 andfair view and are free from material misstatement, whether due to fraud or error.

A EDITOR’S RESPONSIBILITY

Our responsibility’ is to express an opinion on these financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report
under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 the 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 financial control relevant to the Company’s preparation of the financial statements that give a tnie and fair view in
order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
whether the Company has in place an adequate internal financial control system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’ ’s Directors, as well as evaluating the overall presentation of
the financial statements.

We believ’e that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the
financial statements.

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 Act, we give in the Annexure “A ” a statement on the matters specified in the paragraph 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 hav’e sought and obtained all the information and explanations which to the best of our knowledge and belief were
necessaiyfior 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 fiom our
examination of those books and proper returns adequate for the purpose of this audit has been received fiom branches not
visited by’ us.

(c) The Balance Sheet, the 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 aforesaidfinancial statements comply'' with the Accounting Standards 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 fiom the directors as on March 31, 2024 and taken on record by the Board

of Directors, none of the directors is disqualified as on March 31, 2024, fiom being appointed as a director in terms of Section
164(2) of the Act.

(f) With respect to the adequacy’ of the in tenia l financial controls over financial reporting the company’ and operating effectiveness

of such controls, refer to our separate report in annexure “B”.

(g) 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. On the basis of written representations receivedfrom management as on March 31, 2024, The Company> is not involved in
any litigations pending as at 31^st March 2024 on its financial positions in its financial statements.

ii. The Company does not have any long-tenn contracts including derivative connacts for which there were any mateiial
foreseeable losses.

Hi. There were no amounts which were required to be transfeired to the Investor Education and Protection Fund by the
Company\

For MANOJSANGEETA & ASSOCIATES
Chartered Accountants

FRNNO 021873N
SDA

CA BAL WANT SINGH A GG.4R W.4L

Partner, Place: New Delhi

M No. 081261 Date : 29.05.2024

UDIN- 24081261BKFPVJ9434

---

Mar 31, 2014

We have audited the attached Balance sheet of M/s. Sheel International Limited as at 31st March, 2014, and the Profit & Loss Account 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.

MANAGEMENT''S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Company''s 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 Notified under Companies Act, 1956 read with General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate affairs in respect of Section 153 of the Companies Act, 2013. 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 statements whether due to fraud and error.

AUDITOR''S RESPONSIBILITY

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies Auditor''s (Amendment) Order, 2004 (the "Order"), issued by the Central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the "Act"), We file the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said Order. Further to our comments in the Annexure referred to above, we report that:

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

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

3. The attached Balance Sheet and Profit& Loss Account are in agreement with the books of account;

4. In our opinion, the Profit & Loss Account and Balance Sheet comply, in all material respects, with the Accounting Standards Notified Under Companies Act, 1956 read with general circular 15/2013 dated 13.09.2013 of the Ministry of corporate affairs Section 133 of the companies Act, 2013

5. On the basis of the confirmation received from the directors, 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 director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956

6. In our opinion and best of our information and according to the explanations given to us, the said accounts together with the schedule and read with the notes thereon give the information as required by the Companies Act, 1956 I the manner as required by the said Act and give a true and fair view:

A) In case of Balance Sheet company at 31st March, 2014

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

C) In the case of CASH FLOW STATEMENT of the Company for the year ended on that date.

Annexure to the auditors'' report of even date to the members of Sheel International Limited on the financial statements for the year ended March 31, 2014.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that;

i) a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the management of Company has physically verified the fixed assets in a reasonable manner during the year.

c) No Fixed Asset has been disposed off during the year.

ii) a) There is no inventory at the end of the year.

b) The Company has maintained proper records of inventory during the year but there is no inventory at the end of year.

iii) The company has not taken/ granted any loans secured or un secured from / to companies firms or other parties covered in their registered maintained under section 301 of the companies act, 1956, Therefore the provisions of the clause for 4(III)(b)(c) and (d)/(f) and (g) of the said order are not applicable to the company.

(iv) In our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) According to the information and explanation given to us, there was no transaction taken place during the year with any party covered under section 301 of the Companies Act.

(vi) According to the information and explanation given to us, the company has not accepted deposit from public during within the meaning of Section 58A and 58AA of the act, and the rules framed there undert.

(vii) According to the information and explanation given to us, the company has not having any internal audit system.

(viii) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 by the Company.

(ix) The Company has following dues payable in respect of income tax dues for the various assessment year which are as under

- Rs. 7,46,000/-for the A.Y. 1996-97

- Rs. 87,137/- for the A.Y. 1997-98

- Rs. 9,49,589/-for the A.Y. 1998-99

- Rs. 1,40,215/-for the A.Y. 1998-99(TDS)

- Rs. 6,000/-for the A.Y. 1999-2000

And in respect of the wealth tax, sales tax, custom duty and excise duty no information has been provided to us in respect of undisputed amount as at 31 March 2014, for the period more than six months from the date they become payable. Further we have not been provided with any tax assessment orders. There are two cases pending before court.

Mandi Samity bulandshahar, Allahabad High Court, Case no. 54105/203 Sheelawanti, Delhi High Court, Case No. RFA 159/2006

(x) The Company has accumulated losses at the end of the financial year 2013-14 Rs 5,89,82,367.88 /- which is more than 50% of its net worth, and the company has not incurred any cash losses during the year.

(xi) The Company has not any dues from financial institutions and banks.

(xii) 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 of a nidhi / mutual benefit fund/society. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in trading of shares, securities, debentures and other investments.

(xv) The Company has its land as mortgages for loans from taken by jayshee Investments Pvt. Ltd. from banks or financial institutions, the terms and conditions whereof in our opinion are not prejudicial to the interest of the company.

(xvi) In our Opinion and according to the explanation provided to us, this clause is not applicable to the company.

(xvii) Based on an overall examination of the Balance Sheet and of the Company, we report that no funds raised on short- terms basis have been used for long term investment. (excludes permanent working capital)

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order ate not applicable to the Company.

(xix) The Company did not create any security in respect of the debenture issued, this clause is not applicable to the Company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisionally of clause 4(xx) of the Order are not applicable to the Company.

(xxi) No fraud on or by the Company has been noticed of reported during the year.

FOR MANOJ SANGEETA & ASSOCIATES Chartered Accountant

Place: New Delhi Date: 24/05/2014 Sd/- Manoj Kumar Partner, M. No -098161

Place: New Delhi

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Mar 31, 2013

We have audited the attached Balance sheet of M/s. Sheel International Limited as at 31st March, 2013, and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor''s Report) Order, 2003 as amended by the Companies Auditor''s (Amendment) Order, 2004 (the "Order"), issued by the Central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the "Act"), We file the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

iii. The attached Balance Sheet and Profit& Loss Account are in agreement with the books of account;

4. In our opinion, the Profit & Loss Account and Balance Sheet comply, in all material respects, with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.

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

6. In our opinion and best of our information and according to the explanations given to us, the said accounts together with the schedule and read with the notes thereon give the information as required by the Companies Act, 1956 I the manner as required by the said Act and give a true and fair view:

A) In case of Balance Sheet company at 31st March, 2013

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

Annexure to the auditors'' report of even date to the members of Sheel International Limited on the financial statements for the year ended March 31, 2013.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that;

i) a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information.

b) As explained to us, the management of Company has physically verified the fixed assets in a reasonable manner during the year.

c) No Fixed Asset is disposed during the year.

ii) a) There is no inventory at the end of the year.

b) The Company has maintained proper records of inventory during the year but there is no inventory at the end of year.

iii) The Company has maintained register under section 301 of the companies Act, 1956, and there were no contract during the year. And Other clause (b) to (e) is not applicable

(iv) In our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) According to the information and explanation given to us, there was no transaction taken place during the year with any party covered under section 301 of the Companies Act.

(vi) According to the information and explanation given to us, the company has not accepted deposit from public during the year under audit.

(vii) According to the information and explanation given to us, the company has not having any internal audit system.

(viii) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 by the Company.

(ix) The Company has following dues payable in respect of income tax dues for the various assessment year which are as under

- Rs. 7,46,000/- for the A.Y. 1996-97

- Rs. 87,137/- for the A.Y. 1997-98

- Rs. 9,49,589/- for the A.Y. 1998-99

- Rs. 1,40,215/- for the A.Y. 1998-99(TDS)

- Rs. 6,000/- for the A.Y. 1999-2000

And in respect of the wealth tax, sales tax, custom duty and excise duty no information has been provided to us in respect of undisputed amount as at 31 March 2013, for the period more than six months from the date they become payable. Further we have not been provided with any tax assessment orders. There are two cases pending before court.

(x) The Company has accumulated losses at the end of the financial year 2012-13 Rs 5,82,83,661.08 /- which is more than 50% of its net worth, and the company has not incurred any cash losses during the year.

(xi) The Company has not any dues from financial institutions and banks.

(xii) 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 of a nidhi / mutual benefit fund/society. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in trading of shares, securities, debentures and other investments.

(xv) The Company has not given guarantee for loans taken by others, from banks or financial institutions, the terms and conditions whereof in our opinion are not applicable to the Company.

(xvi) In our Opinion and according to the explanation provided to us, this clause is not applicable to the company.

(xvii) Based on an overall examination of the Balance Sheet and of the Company, we report that no funds raised on short-terms basis have been used for long term investment. (excludes permanent working capital)

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order ate not applicable to the Company.

(xix) The Company did not create any security in respect of the debenture issued, this clause is not applicable to the company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisionally of clause 4(xx) of the Order are not applicable to the Company.

(xxi) No fraud on or by the Company has been noticed of reported during the year.

FOR MANOJ SANGEETA & ASSOCIATES

Chartered Accountant

sd-

Manoj Kumar

(Chartered Accountant)

Membership No. 09816

New Delhi

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Mar 31, 2012

We have audited the attached Balance sheet of M/s. Sheel International Limited as at 31st March, 2012, and the Profit & Loss Account for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies Auditor's

(Amendment) Order, 2004 (the "Order"), issued by the Central government of India in terms of sub-section

(4A) of section 227 of the Companies Act, 1956 (the "Act"), We file the Annexure A statement on the matters

specified in paragraphs 4 and 5 of the said Order.

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

i. We have obtained all the information and explanations, which to the best of our knowledge and belief

were necessary for the 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 or those books; iii. The Balance Sheet, Profit and Loss Account and dealt with by this report are in agreement with the

books of account;

(a) In our opinion and to the best of our information and according to explanations

given to us, the financial statements, read together with the notes thereon, comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act, 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, in case of

A) The Balance Sheet of the state of affairs of the company as at March 31, 2012

B) The Profit & Loss Account of the Loss for the year ended on that date; and b) On the basis of written representation received from the directors and taken on record by the Directors, we report that none of the Directors is disqualified as on March ,31,2012 from being appointed as a director in terms of clause (g) of sub section (1) of Section 274 of the Act,

Annexure to the Auditor's Report

Annexure to the auditors' report of even date to the members of Sheel International Limited on the financial statements for the year ended March 31, 2012.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that;

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

b) As explained to us, the management of the company has physically verified the fixed assets in a reasonable manner during the year.

c) The fixed assets disposed off most of the unused machinery during the year and part of the machinery disposed off are substantial and but it has not affected the going concern. The company was not involved in the production of goods from so many years, so that sale of substantial part does not affect its going concern phenomena.

ii) a) There is nil inventory, clause is not applicable.

b) There is nil inventory, clause is not applicable.

c) There is nil inventory, clause is not applicable.

iii) There is no any company, firms and other parties covered in the register maintained under section 301 of the companies act, 1956, to which companies has granted or taken any loans. And other clause (b) to (e) is not applicable.

(iv) In our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the purchase of inventory or fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) In respect of contracts and arrangements referred to in section 301 of the Companies Act, 1956 and according to the information and explanation given to us, there was no transaction taken place during the year. Para 4(v) (a) and (b) are not applicable to the company.

(vi) According to the information and explanation given to us, the company has not accepted deposit from public during the year under audit.

(vii) According to the information and explanation given to us, the company is not having any internal audit system.

(viii) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 by the Company.

(ix) The Company has following dues payable in respect of income tax dues for the various assessment year which are as under

- Rs. 7,46,000/- for the A.Y. 1996-97

- Rs. 87,137/- for the A.Y. 1997-98

Rs. 9,49,589/- for the A.Y. 1998-99

- Rs. 1,40,215/- for the A.Y. 1998-99(TDS)

- Rs. 6,000/- for the A.Y. 1999-2000

And in respect of the wealth tax, sales tax, custom duty and excise duty no information has been provided to us in respect of undisputed amount as at 31 March 2012, for the period more than six months from the date they become payable. Further we have not been provided with any tax assessment orders.

(x) The Company has accumulated losses at the end of the financial year 2011-12

Rs 5,82,91,053/- which is more than 50% of its net worth, and the company has not incurred any cash losses during the year.

(xi) The Company has not defaulted in repayment of dues of financial institutions and banks during the year.

(xii) 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 of a nidhi / mutual benefit fund/society. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in trading of shares, securities, debentures and other investments.

(xv) The Company has not given guarantee for loans taken by others, from banks or financial institutions, the terms and conditions whereof in our opinion are not applicable to the Company.

(xvi) In our Opinion and according to the explanation provided to us, this clause is not applicable to the company.

(xvii) Based on an overall examination of the Balance Sheet and of the Company, we report that no funds raised on short-terms basis have been used for long term investment. (excludes permanent working capital)

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order ate not applicable to the Company.

(xix) The Company did not create any security in respect of the debenture issued, this clause is not applicable to the company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisionally of clause 4(xx) of the Order are not applicable to the Company.

(xxi) No fraud on or by the Company has been noticed of reported during the year.

FOR MANOJ SANGEETA & ASSOCIATES

Chartered Accountant

Place: New Delhi

Date: 25/05/2012 Manoj Kumar

(Chartered Accountant)

Membership No. 098161

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Mar 31, 2010

We have audited the attached balance sheet of SHEEL INTERNATIONAL LIMITED as at 31st march, 2010 and profit & loss accounts of the company for the year ended on that date annexed there to. 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.

We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial state- ments are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. Au audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditors Report) Order, 2003 as amended by the Companies Auditors (Amendment) Order, 2004 (the "Order"), issued by the Central government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the "Act"), We file the Annexure A statement on the matters specified in paragraphs 4 and 5 of the said Order.

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

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

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

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

iv. In our opinion and to the best of our information and according to explanations given to us, the financial statements, read together with the notes thereon, comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act, 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, subject to the following.

(a) Note No.6: Regarding non provision of interest on the term loan & Over draft Amount.

(b) Note No. 7: Non provision of depreciation on Plant & Machinery.

(c) Note No. 8: Suspension of trading in securities of the company by the BSE non filing of listing requirements and other guidelines of the relevant authorities / law.

(d) Note No. 9: Non provision of Interest on deposits and non following of the provisions of the Companies Act, 1956.

The impact of above notes on profit & Loss A/c is not ascertainable.

In the case of;

a) the Balance Sheet, of the state of affairs of the company as at March 31, 2010;

b) the Profit and Loss Account, of the Loss for the year ended on that date; and

(e) On the basis of written representations received from the directors and taken on record by the Directors, we report that none of the directors is disqualified as on March 31,2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURE TO AUDITORS REPORT TO THE MEMBER OF SHEEL INTERNATIONAL LIMITED

Annexure to the auditors report of even date to the members of the Sheel International Limited on the Financial Statements for the year ended March 31st 2010.

Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and in terms of the information and explanations given to us and the books and records examined by us in the normal course of audit, we report that;

(i) a) The Company has not maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) Company has not physically verified the fixed assets during the year, hence discrepancy, if any, cannot be commented.

c) In our opinion, a substantial part of fixed assets have not been disposed off during the year.

(ii) a) There is no Inventory in the company so that aforesaid clause regarding physical verified by the management is not applicable.

b) Because of Nil Stock during the year, clause is not applicable.

c) The Company need not to maintain any records of inventory because there is no inventory.

(iii) The Company is not maintaining register under section 301 of the companies Act, 1956, hence it is not possible to us to give the report on the transaction related to parties covered under section 297 & 299 of the companies Act. As per the explanation given by the management, Company has taken unsecured loan of Rs. 1,50,000/- From Jay shree Investment Pvt. Ltd., during the year and the previous balance was Rs. 92,04.315/- (i.e. from companies covered in the register maintained under section 301 of the Act).

(iv) In our opinion, there are adequate internal control systems commensurate with the size of the Company and the nature of its business, for the fixed assets and for the sale of services. During the course of our audit, no major weakness has been noticed in the internal controls in respect of these areas.

(v) According to the information and explanation given to us, there was no transaction taken place during the year with any party covered under section 301 of the Companies Act. However we have not been provided any register to be maintained as per provisions of the Act and therefore, Para 4 (v) and (b) are not applicable to the company.

(vi) According to the information and explanation given to us, the company has accepted deposit from Non-Resident Indians of Rs. 93,63,810/- in earlier years. The company has not complied with the provisions of section 58A of the Companies Act, 1956, viz submission of statement in lieu of advertisement and return of deposit etc. and certain directives issued by the Reserve Bank of India. However as per the explanation given to us such deposits are within the limits specified under section 58A of the Act. However in the current financial year the company has written off this deposit through P &L Appropriation Account.

(vii) According to the information and explanation given to us, the company is not having any internal audit system.

(viii) According to the information and explanation given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956 by the Company.

(ix) The Company has following dues payable in respect of income tax dues for the various assessment year which are as under

Rs. 7,46,000/- for the A.Y. 1996-97

Rs. 87,137/- for the A.Y. 1997-98

Rs. 9,49,589/- for the A.Y. 1998-99

Rs. 1,40,215/- for the A.Y. 1998-99 (TDS)

Rs. 6,000/- for the A.Y. 1999-2000

And in respect of the wealth tax, sales tax, custom duty and excise duty no information has been provided to us in respect of undisputed amount as at 31 March 2010, for the period more than six months from the date they become payable. Further we have not been provided with any tax assessment orders.

(x) The Company has accumulated losses at the end of the financial year 2009-10 Rs. 3,01,64,224/- which is less than 50% of its net worth, and the company has not incurred any cash losses during the year.

(xi) The Company has defaulted in the repayment of dues to financial institutions and banks. The Amount of Default is unascertainable because no interest was provided in the books of Accounts for the year, the amount standing in the books is Rs. 2,74,35,024/-/

(xii) 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 of a nidhi/mutual benefit fund /society. Accordingly, the provisions of clause 4(xii) of the Order are not applicable to the Company.

(xiv) The Company is not dealing in trading of shares, securities, debentures and other investments.

(xv) The Company has not given guarantee for loans taken by others from banks of financial institutions, the terms and conditions whereof in our opinion are not applicable to the Company.

(xvi) In our Opinion and according to the explanation provided to us, this clause is not applicable to the company.

(xvii) Based on an overall examination of the Balance Sheet and of the Company, we report that no funds raised on short terms basis have been used for long term investment, (excludes permanent working capital)

(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the order ate not applicable to the Company.

(xix) The Company did not create any security in respect of the debenture issued, this clause is not applicable to the company.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisionally of clause 4(xx) of the Order are not applicable to the Company.

(xxi) No fraud on or by the Company has been noticed of reported during the year.

FOR MANOJ SANGEETA & ASSOCIATES

Chartered Accountant

Sd/-

MANOJ KUMAR Chartered Accountant M.NO-098161

PLACE : NEW DELHI DATE: 02 AUGUST, 2010