Auditor Report of Shyamal Holding &Trading Ltd.

Mar 31, 2014

1. We have audited the accompanying financial statements of Shyamal Holdings & Trading Limited (the "Company"), which comprise the Balance Sheet as at 31st March, 2014, and the Statement of Profit & Loss Account and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report.

Management''s Responsibility for the Financial Statements

2. 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 of India (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 free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosure in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

6. 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, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2014;

ii) In the case of the Statement of Profit & Loss, of the loss of the company for the year ended on that date; and

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

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor''s Report) order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act (hereinafter referred to as the "Order"), and on the basis of such checks of the books and records of the company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the order.

8. 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, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations 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 of the company are disqualified as on 31st March, 2014 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

(i). (a) The Company is not having any Fixed assets.

(b) As there are no fixed assets, the clause is not applicable to the Company.

(c) As there are no fixed assets, the clause is not applicable to the Company.

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

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

(c) On the basis of our examinations of records of inventories, we are of the opinion that the company is maintaining proper records of the inventory. As explained to us, no material discrepancies have been noticed on physical verification of inventories as compared to Books records.

(iii) (a) The company has not taken any unsecured loan/granted any loan from/to companies or parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(d) The clause is not applicable to the company as explained above.

(iv) 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 the purchase of inventory and fixed assets and sales of Goods.

(v) (a) According to the information and explanations given to us, We are opinion that transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the registered maintained under section 301 of the Companies Act, 1956, aggregating during the year to Rs. 5,00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii). In our opinion, the Company has an internal audit System commensurate with the size and nature of its business.

(viii) The maintenance of cost records has not been prescribed by the central Government of India under sec. 209 (1) (d) of the Act, for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Custom duty, Cess, Service Tax and other statutory dues, applicable to the company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 31st March, 2014 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) The company has no accumulated losses as at the end of the financial year. However it has incurred cash losses during the year.

(xi) As the company has not issued any debentures and there are no outstanding dues to financial institutions or Banks, the clause is not applicable to the company.

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

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

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

(xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management, the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, We report that no funds raised on short term basis have been used for long term investments.

(xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to the parties and companies covered in the Register maintained under section 301of the companies Act, 1956 during the year.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditor''s Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our report the company has not raised any money by way of public issue.

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

For and on behalf of M/s. H. S. HATHI & CO. Chartered Accountants Firm Reg. No. 103596W

Place : Mumbai HEMANT S. HATHI Dated : 30th May, 2014. Proprietor Membership No.- 037109

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Mar 31, 2012

1. We have audited the attached Balance Sheet of SHYAMAL HOLDINGS & TRADING LIMITED as at 31st March' 2012' Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

3. As required by the Companies (Auditor's Report) Order' 2003' issued by the Central Government of India in terms of sub Section (4A) of section 227 of the Companies Act 1956' we enclose in the annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

4. Further to our comments referred to above' We state that:

a) We have obtained all the information and explanations which to be best of our knowledge and beliefs 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 the books.

c) The Balance Sheet' Profit & Loss Account & Cash Flow dealt with by this report are in agreement with the books of accounts;

d) In our opinion the Balance Sheet' Profit & Loss Account & Cash Flow comply with Accounting Standards referred to in Sub-Section (3C) of Section 211 of the Companies Act' 1956.

e) On the basis of the written representations received from the Directors as on 31st March' 2012' and taken on record by the Directors' We report that none of the Directors is disqualified as on 31st March' 2012 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act' 1956.

f) In our opinion and to the best of our information and according to the explanations given to us' the said accounts give the information required by the Companies Act' 1956' in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In case of the Balance Sheet of the state of affairs of the company as at 31st March' 2012' and

ii) In the case of Profit & Loss Account' of the Profit for the year ended on that date' and

iii) In the Cash Flow Statement' of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SHYAMAL HOLDINGS & TRADING LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 31st MARCH' 2012

(i) (a) The Company is not having any Fixed assets.

(b) As there are no fixed assets' the clause is not applicable to the Company.

(c) As there are no fixed assets' the clause is not applicable to the Company.

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

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

(c) On the basis of our examinations of records of inventories' we are of the opinion that the company is maintaining proper records of the inventory. As explained to us' no material discrepancies have been noticed on physical verification of inventories as compared to Books records.

(iii) (a) The company has not taken any unsecured loan/granted any loan from/to companies or parties covered in the register maintained under section 301 of the companies Act' 1956.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(d) The clause is not applicable to the company as explained above.

(iv) 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 the purchase of inventory and fixed assets and sales of Goods.

(v) (a) According to the information and explanations given to us' We are opinion that transactions that need to be entered in to the register maintained under section 301 of the Companies Act' 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us' there are no transactions of purchase of Goods and materials and sales of Goods' material & services made in pursuance of contracts or arrangements required to be entered in the registered maintained under section 301 of the Companies Act' 1956' aggregating during the year to Rs.5'00'000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA of the companies Act' 1956 and rules framed there under are not applicable for the year under audit.

(vii) In our opinion' the Company has an internal audit System commensurate with the size and nature of its business. (viii) The maintenance of cost records has not been prescribed by the central Government of India under sec. 209 (l)(d) of the Act' for the products manufactured by the company.

(ix) (a) According to the records of the company' the company has been regular in depositing with appropriate authorities' Undisputed statutory dues including Provident Fund' Income tax' Sales tax' Wealth tax' Custom duty' Cess' Service Tax and other statutory dues' applicable to the company.

(b) According to the information and explanations given to us' no undisputed amounts payable in respect of such statutory dues were outstanding as at the 31st March' 2012 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us' there are no such statutory dues which have not been deposited on account of any dispute.

(x) As there are no accumulated losses' the clause is not applicable to the company.

(xi) As the company has not issued any debentures and there are no outstanding dues to financial institutions or Banks' the clause is not applicable to the company.

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

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

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

(xv) According to the information and explanations given to us by the management' the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management' the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of die company' We report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii)According to the information and explanations given to us' the Company has not made preferential allotment of shares to the parties (existing shareholders) during the year.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditor's Report) Order' 2003 is not applicable to the company.

(xx) During the period covered by our report the company has not raised any money by way of public issue.

(xxi) According to the information and explanations given to us' no frauds on or by the company has been noticed or reported during the course of our audit.

For and on behalf of M/s. H. S. HATHI & Co.

Chartered Accountants

Firm Regn. No. 103596W

PLACE: MUMBAI (HEMANT S. HATHI)

DATED: 30th May' 2012 Partner

Membership No. 37109

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Mar 31, 2010

1. We have audited the attached Balance Sheet of SHYAMAL HOLDINGS & TRADING LIMITED as at 31st March, 2010, Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments referred to above, We state that:

a) We have obtained all the information and explanations which to be best of our knowledge and beliefs 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 the books.

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of accounts;

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

e) On the basis of the written representations received from the Directors as on 31st March, 2010, and taken on record by the Directors, We report that none of the Directors is disqualified as on 31st March, 2010 from being appointed as a Director in terms of Clause (g) of the sub-section (1) of section 274 of the Companies Act, 1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

i) In case of the Balance Sheet of the state of affairs of the company as at 31st March, 2010, and

ii) In the case of Profit & Loss Account, of the Profit for the year ended on that date, and

iii) In the Cash Flow Statement, of the Cash Flows for the year ended on that date.

ANNEXURE REFERRED TO IN PARAGRAPH OF OUR REPORT OF EVEN DATE TO THE MEMBERS OF SHYAMAL HOLDINGS & TRADING LIMITED ON THE ACCOUNTS AS AT AND FOR THE PERIOD ENDED 31st MARCH, 2010.

(i) (a) The Company is not having any Fixed assets.

(b) As there are no fixed assets, the clause is not applicable to the Company.

(c) As there are no fixed assets, the clause is not applicable to the Company.

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

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

(c) On the basis of our examinations of records of inventories, we are of the opinion that the company is maintaining proper records of the inventory. As explained to us, no material discrepancies have been noticed on physical verification of inventories as compared to Books records.

(iii) (a) The company has not taken any unsecured loan/granted any loan from/to companies or parties covered in the register maintained under section 301 of the companies Act, 1956.

(b) The clause is not applicable to the company as explained above.

(c) The clause is not applicable to the company as explained above.

(d) The clause is not applicable to the company as explained above.

(iv) According to information and explanations given to us, there are adequate internal control procedure commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and sales of Goods.

(v) (a) According to the information and explanations given to us, We are opinion that transactions that need to be entered in to the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no transactions of purchase of Goods and materials and sales of Goods, material & services made in pursuance of contracts or arrangements required to be entered in the registered maintained under Section 301 of the Companies Act, 1956, aggregating during the year to Rs.5,00,000/- or more in respect of each party.

(vi) The Company has not accepted any deposits from the public and hence directives issued by the Reserve Bank of India and provisions of section 58A and 58AA of the companies Act, 1956 and rules framed there under are not applicable for the year under audit.

(vii) In our opinion, the Company has an internal audit System commensurate with the size and nature of its business.

(viii) The maintenance of cost records has not been prescribed by the central Government of India under sec. 209 (l)(d) of the Act, for the products manufactured by the company.

(ix) (a) According to the records of the company, the company has been regular in depositing with appropriate authorities, Undisputed statutory dues including Provident Fund, Income tax, Sales tax, Wealth tax, Custom duty, Cess, Service Tax and other statutory dues, applicable to the company.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of such statutory dues were outstanding as at the 31st March, 2010 for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no such statutory dues which have not been deposited on account of any dispute.

(x) As there are no accumulated losses, the clause is not applicable to the company.

(xi) As the company has not issued any debentures and there are no outstanding dues to financial institutions or Banks, the clause is not applicable to the company.

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

(xiii) In our opinion, the Company is not a chit fund, a nidhi or a mutual benefit fund society. Therefore, the provisions of clause 4(xiii) of the companies (Auditors Report) Order, 2003 are not applicable to the company.

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

(xv) According to the information and explanations given to us by the management, the company has not given any Guarantee for loan taken by other from banks or financial institutions.

(xvi) According to the information and explanations given to us by the management, the company has not taken any term loans.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, We report that no funds raised on short term basis have been used for long term investments. No long term funds have been used to finance short term assets except permanent working capital.

(xviii) According to the information and explanations given to us, the Company has not made preferential allotment of shares to the parties (existing shareholders) during the year.

(xix) The Company has not issued any debentures and hence clause 4(XIX) of the companies (Auditors Report) Order, 2003 is not applicable to the company.

(xx) During the period covered by our report the company has not raised any money by way of public issue.

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



For and on behalf of M/s. H. S. HATHI & Co. Chartered Accountants Firm Regn. No. 103596W

(HEMANT S. HATHI) Partner Membership No. 37109

PLACE: MUMBAI DATED: 31st August, 2010