Auditor Report of Twinstar Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of TWINSTAR INDUSTRIES LTD (FORMERLY KNOWN AS TWINSTAR SOFTWARE EXPORTS LTD) ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility 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 nancial 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 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 provision of the Act for safeguarding 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.

Auditors' 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 nancial statements are free from material mis-statement.

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 true 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 controls 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

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 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 31st March, 2015 and its profit and its cash flows for the year ended on that date.

Other Matter

We did not audit the financial statements of company's wholly owned subsidiary "Twinstar Software Exports Inc" (USA), whose financial statement reflect total assets (net) of ' 31,87,036 as at 31st March 2015. These financial statements of subsidiary are not audited. The consolidation has been done based on management certified financial statement as on 31st March 2015.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015, ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013 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 3 & 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 specied 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, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) 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.

Annexure to the Independent Auditors' Report

(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' section of our report of even date)

(i) In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets. However no separate fixed asset register is available.

(b) The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such physical verification. However no written report is available.

(ii) In respect of its inventories:

(a) The inventory has been physically verified by management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

(iii) During the year the Company has not granted loan to any party covered in the register maintained under Section 189 of the Companies Act, 2013. However there is old outstanding in respect of loans given to two parties covered in the register maintained under Section 189.

(a) There is regular receipt towards the principal amount as stipulated. The loans given are interest free.

(b) In our opinion and according to the information and explanations given to us, there is no overdue amount in respect of said loan and therefore provisions of sub clause (b) of clause (iii) of paragraph 3 of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) The company has not accepted any deposits from the public of the nature which attracts the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Therefore, the provisions of clause (v) of paragraph 3 of the Order are not applicable to the Company.

(vi) As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013. Therefore, the provisions of clause (vi) of paragraph 3 of the Order are not applicable to the Company.

(vii) In respect of statutory dues:

(a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with the appropriate authorities except in certain cases where there were delays in deduction and deposit of TDS. According to the information and explanations given to us, no undisputed amounts payable in respect of above dues were in arrears, except as stated below, as at 31st March, 2015 for a period of more than six months from the date they became payable.

Nature of dues Amount (') (excluding interest, if any)

Profession Tax 13,500

Property Tax 22,82,930

TDS on Professional fees 9,000

Service Tax 99,411

Vat 2,47,555

FBT 24,110

Income Tax 3,48,855

(b) According to the information and explanations given to us, there are no dues of sales tax, custom duty, income tax, wealth tax, excise duty or cess, which have not been deposited on account of any dispute.

(c) In our opinion and according to the information and explanations given to us, there are no amounts which are required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 and rules made there under.

(viii) The company is registered for a period of more than 5 years and there are no accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year and in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to bank / financial institutions.

(x) In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause (x) paragraph 3 of the Order are not applicable to the Company.

(xi) According to the information & explanation given to us, the term loans taken by the company have been applied for the purpose for which they have been obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year.

FOR N.K. JALAN & CO CHARTERED ACCOUNTANTS FIRM NO. 104019W

PLACE: MUMBAI DATED: 30/05/2015 (N.K. JALAN) PROPRIETOR Membership No.011878

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Mar 31, 2014

We have audited the accompanying financial statements of TWINSTAR INDUSTRIES LTD (FORMERLY KNOWN AS TWINSTAR SOFTWARE EXPORTS LTD) (the "Company"), which comprise the Balance sheet as at 31st March, 2014, the statement of Profit and Loss and Cash Flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management Responsibility for the Financial Statement''s

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 ("the Act") and in accordance with the accounting principles generally accepted in India. These responsibilities includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of 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 Standards on Auditing issued by the Institute of Chartered Accountants of India. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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, of the state of affairs of the Company as at 31st March, 2014;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

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

Other Matter

We did not audit the financial statements of company''s wholly owned subsidiary "Twinstar Software Exports Inc" (USA), whose financial statement reflect total assets (net) of Rs. 31,87,036 as at 31st March 2014. These financial statements of subsidiary are not audited. The consolidation has been done based on management certified financial statement as on 31st March 2014.

Report on other Legal and Regulatory Requirement

1. As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amended) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (hereinafter referred as to the "order"), and on the basis of such checks of the books and record 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 & 5 of the order.

2. As required by the Section 227 (3) of the Act, we report that:

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

(b) In our opinion, proper Books of Accounts as required by the law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

(e) On the basis of 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 director 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 Act;

ANNEXURE TO THE AUDITORS REPORT

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date)

1. In respect of fixed assets:

(a) The Company has maintained proper records showing full particular including quantitative details and situation of fixed assets, however no separate fixed asset register is available.

(b) The fixed assets are physically verified by the management according to a phased program designed to cover all the items over a period, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the program, a portion of the fixed assets have been physically verified by the management during the year and no material discrepancies were noticed on such physical verification. However no written report is available.

(c) During the year, the company has not disposed off the plant and machinery.

2. (a) The inventory has been physical verified by management during the year. In our opinion, the frequency of verification is reasonable.

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

(c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) The Company has granted loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved is Rs. 7,68,11,613/- and the year-end balance is Rs. 4,38,38,613/ -.

(b) In our opinion, the terms and conditions of loans given by the company except for the charging of interest, are prima facie, not prejudicial, to the interest of the company.

(c) In our opinion, the company is regular in receipt of principal amount as stipulated.

(d) In our opinion, reasonable steps have been taken by the company for recovery of principal amount but not for the interest.

(e) The Company has not taken any loan from party covered in the register maintained under section 301 of the Companies Act, 1956. Hence provisions of sub clause (e), (f) and (g) of Clause (iii) of paragraph 4 of the Order are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5. (a) According to the information and explanation given to us, we are of the opinion that the transactions that need to be entered into 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, transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the companies Act, 1956 exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. The company has not accepted any deposits from the public of the nature which attracts the provisions of sections 58A and 58AA of the Companies Act, 1956 and the rules made there under. Therefore, the provisions of clause (vi) of paragraph 4 of the Order are not applicable to the Company.

7. There is no internal audit done by external auditor. However the company is maintaining internal control commensurate with its size & nature of its business.

8. As per the information and explanations given to us, in respect of the class of industry in which the Company falls, the maintenance of cost records has not been prescribed by the Central Government under section 209 (1) (d) of the Companies Act, 1956. Therefore, the provisions of clause (viii) of paragraph 4 of the Order are not applicable to the Company.

9. (a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, income tax, sales tax, service tax, and other statutory dues applicable to it except in certain cases where there were minor delays in payment of TDS. Further, since the Central Government has till date not prescribed the amount of cess payable under section 441A of the companies Act, 1956, we are not in a position to comment upon the regularity or otherwise of the company in depositing the same.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, customs duty, excise duty were in arrears except Property Tax of Rs. 22,82,930 as at 31st March, 2014 for a period of more than 6 months from the date they became payable.

10. The company is registered for a period of more than 5 years and there are no accumulated losses at the end of the financial year. The company has not incurred cash losses during the financial year under review and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to bank / financial institutions.

12. The company has not granted any advances in the nature of loans on the basis of Security by way of pledge of shares or other securities. Therefore, the provisions of clause (xii) of paragraph 4 of the Order are not applicable to the Company.

13. The Company is not a chit fund or a nidhi mutual benefit fund/society. Therefore, provisions of sub clause (a), (b),

(c) and (d) of clause (xiii) of paragraph 4 of the order are not applicable to the Company.

14. As per information & explanations given to us, proper records have been maintained of the transactions & contracts and other investments. All shares instruments and other investments have been held by the company in its own name.

15 . In our opinion and according to the information and explanations given to us, the company has not given any guarantees for loans taken by others from banks or financial institutions. Therefore, the provisions of clause (xv) paragraph 4 of the Order are not applicable to the Company.

16. According to the information & explanation given to us, the term loan taken by the company have been applied for the purpose for which they have been obtained.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment.

18. The company has not made preferential allotment of shares to parties and companies covered in the registered maintained under section 301 of the companies Act, 1956. Therefore, the provisions of clause (xviii) of paragraph 4 of the order are not applicable to Company.

19. The company has not issued any debentures during the year. Therefore, the provisions of clause (xix) of paragraph 4 of the order are not applicable to the Company.

20. The company has not raised any money through a public issue during the year. Therefore, the provisions of clause (xx) of paragraph 4 of the order are not applicable to the company.

21. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.

FOR N.K. JALAN & CO. CHARTERED ACCOUNTANTS FIRM NO. 104019W PLACE: MUMBAI DATED: 28.05.2014 (N.K. JALAN) PROPRIETOR Membership No. 011878

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Mar 31, 2013

Report on the Financial Statements

1. We have audited the accompanying financial statements of TWINSTAR INDUSTRIES LTD (FORMERLY KNOWN AS TWINSTAR SOFTWARE EXPORTS LTD) (the "Company"), which comprise the Balance sheet as at 31 st March, 2013. The statement of Profit and Loss and also Cash Flow 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 Responsibility for the Financial Statement''s

2. The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view or the financial position, financial performance and cash flow 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*). These responsibilities includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of financial statements that gives a true and fair view and are free from material misstatements, 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 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 disclosures in the financial statements. The procedure selected depends on the auditors'' judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors'' internal control relevant to the company''s preparation and fair representation 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 accounting estimate made by the Management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

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

(b) In the case of the statement of Profit and Loss, of the Profit for the year ended on that date; and

(c) In the case of the Cash Flow Statements, of the cash flow for the year ended on that date.

Other Matter

We did not audit the financial statements of company''s wholly owned subsidiary "Twinstar Software Exports Inc" (USA), whose financial statement reflect total assets (net) of Rs.31,87,036 as at 31st March 2013. These financial statements of subsidiary are not audited.

The consolidation has been done based on management certified financial statement as on 31st March 2013.

Report on other Legal and Regulatory Requirement

7. As required by ''the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amended) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (hereinafter referred as to the "order"), and on the basis of such''checks of the books and record 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 & 5 of the order.

8. As required by the Section 227 (3) of the Act, we report that:

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

(b) In our opinion, proper Books of Accounts as required by the law have been kept by the Company so far as appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the Books of Accounts;

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and the Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Act;

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 1 of our report of even date)

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

(b) All the assets have not been physically verified by us during the year, but there is a regular program of verification by the management, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets No material discrepancies were noticed on such verification

(c) During the year, the company has not disposed off the plant and machinery.

2. Since the Company is into trading activity, it does not maintain any inventory; hence provision of this clause is not applicable.

3. (a) During the year Company has granted loans to two parties covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved is Rs.10,33,36,613/ - and the year end balance is Rs. 7,64,36,613/-.

(b) In our opinion, the terms and conditions of loans given by the company are prima facie, not prejudicial to the interest of the company.

(c) In our opinion, the company is regular in receipt of principal amount and no interest has been collected thereon.

(d) In our opinion, reasonable steps have been taken by the company for recovery of principal amount but not for the interest.

(e) During the year the Company has not taken any loan from party covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (f) and (g)are not applicable.

4. According to the information and explanation given to us, there are adequate internal Control procedures commensurate with the size of company and nature of business.

5. (a) According to the information and the explanation given to us, we are of the opinion that the transactions that need to be entered into 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 transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any public deposits; hence provision of this clause is not applicable.

7. There is no internal audit done by external auditor. However the company is maintaining internal control commensurate with its size & nature of its business.

8. The Company is not required to maintain cost records u/s 209(1)(d) of the companies Act, 1956. Accordingly, the provision of clause 4(viii) of the order 2003 is not applicable to this company.

9. (a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employees state insurance, wealth tax, custom duty, excise duty and other statutory dues applicable to it except Service Tax and Property Tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, customs duty, excise duty were in arrears except Property Tax of Rs.22,82,930 as at 31st March, 2013 for a period of more than 6 months from the date they became payable.

10. The company is registered for a period of more than 5 years. It has not accumulated losses of more than 50% of the net worth. The company has not incurred cash losses in the financial year and in financial year immediately preceding the financial year.

11. In our opinion and according to the information and explanations given to us, there is no term loan outstanding as on the year ended 31st March, 2013.

12. The company has not granted any advances in the nature to loans on the basis of security by way of pledge of shares or other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Orders, 2003 is not applicable to this company.

14. As per information & explanations given to us, proper records have been maintained of the transaction & contracts and other investments. All shares instruments and other investments have been held by the company in its own name

15. In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions. Hence, the clause (xv) of the order is not applicable.

16. The company has not raised any term loans during the year.

17. According to the informations and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment. However, long term funds have been used to meet short term working capital requirement.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit, the company has not issued any debentures. Hence, the clause (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the period covered by our audit. Accordingly,^ the provisions of clause 4 (xx) of the Order, 2004 is not applicable to this company.

21. Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed during the course of our audit.

N.K.JALAN & CO.

Chartered Accountants

Firm No. 104019W

Place: Mumbai (N. K. Jalan)

Proprietor

Dated: 07.08.2013 Membership No. 11878

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Mar 31, 2012

We have audited the attached Balance Sheet of Twinstar Industries Ltd. for the year ended 31st March, 2012 and also 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 statements on our audit.

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materials misstatement. An audit includes examining. On a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit 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.

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 matter specified inparagraphs4&5ofthesaidorder. '

Further to our comments in the annexure referred to in paragraph 1 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 of the books;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report with the Accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

v) On the basis of written representations received from the directors, as on 31st March, 2011 and Taken on record by the Board of 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 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 give the information required by the Companies Act 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March. 2012, and

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

ANNEXURE TO THE AUDITORS REPORT

(Referred to in Paragraph 1 of our report of even date)

1. (a) The Company has maintained proper records showing fall particular including quantitative details and situation of fixed assets.

(b) All the assets have not been physically verified by us during the year, but there is a regular program of verification by the management, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off the plant and machinery.

2. Since the company is into trading activity, it does not maintain any inventory; hence provision of this clause in not applicable.

3. (a) During the year Company has granted loans to two parties covered in the register Maintained under section 301 of the Companies Act, 1956. The maximum amount involved is Rs.5,05,39,352 and the yearend balance is Rs.3,79,17,312.

(b) In our opinion, the terms and conditions of loans given fc y the company are prima facie, not prejudicial to the interest of the company.

(c) In ouropinion, the company is regular in receipt of principal amount and no interest has been collected thereon.

(d) In our opinion, reasonable steps have been taKen by trie company for recovery of principal amount but not for the interest.

(e) During the year the Company has not taken any loa i from party covered in the register maintained under section 301 of the Companies Act, 1956. Hence clause (f) and (g) are not applicable.

4. According to the information and explanation given to us, there' are adequate internal Control procedures commensurate with the size of company and nature of business.

5. (a) According to the information and the explanation given to us, we are of the opinion that the transactions that need to be entered into 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 transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any public deposits; hence provision of this clause is not applicable.

7. There is no internal audit done by external auditor. However the company is maintaining internal control Commensurate with its size & nature of its business.

8. The Company is not required to maintain cost records u/s 209(1) (d) of the companies Act, 1956. Accordingly, the provision of clause 4(viii) of the order 2003 is not applicable to this company.

9. (a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employee's state insurance, wealth tax, custom duty, excise duty and other statutory dues applicable to it except Service Tax and Property Tax. ;

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, customs duty, excise duty were in arrears except TDS on Professional Fess of Rs. 3861, TDS on Salary of Rs. 24,720 and Property Tax of Rs. 46,91,598 as at 31 st March 2012 for a period of more than 6 months from the date they became payable. .

10. The company is registered for a period of more than 5 years It has not accumulated losses of more than 50% of the net worth. The company has not incurred cash losses in the financial year and in financial year immediately preceding the financial year.

11. In our opinion and according to the information and explanations given to us, there is no term loan outstanding as on the year ended 31st March, 2012.

12. The company has not granted any advances in the nature to loans on the basis of security by way of pledge of shares or other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore,, the provisions of clause 4(xii) of the companies (Auditor's Report) Orders, 200S is not applicable to this company,

14. In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments; hence, the clause (xiv) of the order is not applicable.

15. In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions. Hence, the clause (xv) of the order is not applicable.

16. The company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment. However, long term funds have been used to meet short term working capital requirement. ' ¦

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit, the company has not issued any debentures. Hence, the clause (xix) of the order is not applicable.

20. The company has not raised any money by pub ic issue during the period covered by our audit. Accordingly, the provisions of clause 4 (xx) of the Order, 2004 is not applicable to this company.

21. Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed during the course of our audit.

N.K.JALAN&CO.

Chartered Accountants

(N.K.Jalan)

Mumbai Proprietor

Dated: 30/05/2012 Membership No. 11878

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Mar 31, 2010

We have audited the attached Balance Sheet of Twin star Industries Ltd. for the year ended 31st March, 2010 and also the Profit & Loss Account 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 statements on our audit

We have conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materials misstatement. An audit includes examining. On a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit 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.

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 matter specified in paragraphs 4 & 5 of the said order. Further to our comments in the annexure referred to in paragraph 1 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 of the books;

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

iv) In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; to the extent applicable.

v) On the basis of written representations received from the directors, as on 31 st March, 2010 and taken on record by the Board of 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 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 give the information required by the Companies Act 1956 in the manner so required and give true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010, and

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

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph 1 of our report of even date)

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

(b) All the assets have not been physically verified by us during the year, but there is a regular program of verification by the management, which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off the plant and machinery.

2. There is no inventory and hence clause 2(a)(b)(c) is not applicable.

3. (a) The company had not taken loan from any party covered in the register maintained under section 301 of the companies Act, 1956. The company has not granted any loans.

(b) As there is no such loan taken or granted the provision of clause iii(b)(c)(d)(e)(f)(g) does not apply.

4. According to the information and explanation given to us, there are adequate internal Control procedures commensurate with the size of company and nature of business.

5. (a) According to the information and the explanation given to us, we are of the opinion that the transactions that need to be entered into 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 transactions made in pursuance of contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time.

6. The Company has not accepted any public deposits; hence provision of this clause is not applicable.

7. There is no internal audit done by external auditor. However the company is maintaining internal control commensurate with its size & nature of its business.

8. The Company is not required to maintain cost records u/s 209(1 )(d) of the companies Act, 1956. Accordingly, the provision of clause 4(viii) of the order 2003 is not applicable to this company.

9. (a) The company is regular in depositing with appropriate authority undisputed statutory dues including provident fund, employees state insurance, wealth tax, custom duty, excise duty and other statutory dues applicable to it except Sales Tax and property tax.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of wealth tax, customs duty, excise duty were in arrears except property tax of Rs. 34,81,978/-, profession tax of Rs. 5240/- as at 31st March, 2010 for a period of more than 6 months from the date they became payable.

10. The company is registered for a period of more than 5 years. It has not accumulated losses of more than 50% of the net worth. The company has not incurred cash losses in the financial year and in financial year immediately proceeding the financial year.

11. In our opinion and according to the information and explanations given to us, there is no term loan outstanding as on the year ended 31st March, 2010.

12. The company has not granted any advances in the nature to loans on the basis of security by way of pledge of shares or other securities.

13. In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/society. Therefore, the provisions of clause 4(xii) of the companies (Auditors Report) Orders, 2003 is not applicable to this company.

14. In our opinion, the company is not dealing in or trading in share, securities, debentures and other investments; hence, the clause (xiv) of the order is not applicable.

15. In our opinion, the company has not given any guarantees for loans taken by others from banks or financial institutions. Hence, the clause (xv) of the order is not applicable.

16. The company has not raised any term loans during the year.

17. According to the informations and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long term investment. However, long term funds have been used to meet short term working capital requirement.

18. The company has not made any preferential allotment of shares during the year.

19. During the period covered by our audit, the company has not issued any debentures. Hence, the clause (xix) of the Order is not applicable.

20. The company has not raised any money by public issue during the period covered by our audit. Accordingly, the provisions of clause 4 (xx) of the Order, 2004 is not applicable to this company.

21. Accordingly to the information and explanations given to us, no fraud on or by the company has been noticed during the course of our audit.

N.K.JALAN&CO.

Chartered Accountants

(N. K. Jalan)

Proprietor Mumbai Membership No. 11878

Dated: 11.08.2010