Auditor Report of Vishal Malleables Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Vishal Malleables Ltd ("the Company") which comprises the Balance Sheet as at 31 March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory informations.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accountings Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

b) in the case of the Statement of Profit and Loss, of the loss of the Company 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.

Report on Other Legal and Regulatory Requirements

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

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

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose 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 such books.

c) The Balance Sheet, Statement of Profit and Loss and 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

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 Directors is disqualified as on 31st March 2014, from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

: ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT :

Referred to in Paragraph 1 of our report of even date

1. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available information .how ever the company has not produced fixed assets register for our verification.

b) As explained to us, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from seven parties, including one company. The maximum amount involved during the year was Rs.177.35 lakhs and the year end balance of loan taken from such parties was Rs.257.62 lakhs. The Company had given loans to six parties including two Company. The maximum amount involved during the year was Rs.63.50 Lakhs and the year end balance of loan granted to such parties was Rs.225.94 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to the parties are repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount as stipulated.

d) In respect of loans taken by the Company and loans given by the Company are repayable as stipulated and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public. Therefore the provision of section 58A and section 58AA of the Companies Act alongwith Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the company in respect of Product where pursuant to the rules Made by Central Government the maintenance of cost record has been Prescribes under section 209 (1) (D) of the companies act-1956 and are of the opinion that priimafacie, the prescribed accounts and record have been made and maintained. We have not how ever made a detailed examination of the records with a view to determining whether they are accurate or complete.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have not been regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2014 for a period of more than six months from the date of becoming payable.

10. Accumulated losses of the Company exceeds net worth, excluding revaluation reserve as at 31st March 2014. The Company has made cash losses during the financial year covered by our audit.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has defaulted in repayments of dues to banks. Amounts to Rs. 3129.29/- Lacs.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The term loans outstanding at the beginning of the year and raised during the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on short term basis have been used for long term investment and vice-a-versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co. Chartered Accountants (ICAI FRN-107862W)

Place: Ahmedabad (Kamal Jain) Date: 30th June 2014 Partner [M.No.35172]

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Vishal Malleables Ltd ("the Company") which comprises the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory informations.

Management''s Responsibility forthe Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Principles generally accepted in India including Accountings Standards referred to in section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

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

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

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

Opinion

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

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

b) in the case of the Statement of Profit and Loss, of the loss of the Company 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.

Report on Other Legal and Regulatory Requirements

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

2. As required by section 227(3) oftheAct, 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 bur 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 such books.

c) The Balance Sheet, Statement of Profit and Loss and 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 comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956; and

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 Directors 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 CompaniesAct, 1956.

ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT :

Referred to in Paragraph 1 of our report of even date

1. In respect of its fixed assets:

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, all the fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed off substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from eight parties, including one company. The maximum amount involved during the year was Rs.91.11 lakhs and the year end balance of loan taken from such parties was Rs. 124.85 lakhs. The Company had given loans to five parties including one Company. The maximum amount involved during the year was Rs.42.97 Lakhs and the year end balance of loan granted to such parties was Rs.93.76 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to the parties are repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount is repayable on demand.

d) In respect of loans taken by the Company and loans given by the Company are repayable on demand and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 oftheCompaniesAct, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public. Therefore the provision of section 58A and section 58AA of the Companies Act alongwith Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. As per Cost Audit Order by The Ministry of Corporate Affairs (MCA)it is mandatory to obtain cost audit compliance report. Accordingly in terms of the above order and pursuant to the provision of section 233B of the Act, the Company had appointed Cost Auditorto issue the Compliance Report. Such Compliance report for FY 2012-13 is yet to be place before the Board.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee''s state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2013 for a period of more than six months from the date of becoming payable.

10. Accumulated losses of the Company exceeds net worth, excluding revaluation reserve as at 31st March 2013. The Company has made cash losses during the financial year covered by our audit.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayments of dues to financial institutions and banks.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The term loans outstanding at the beginning of the year and raised during the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on short term basis have been used for long term investment and vice-a-versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co.

Chartered Accountants

(ICAIFRN-107862W)

Place: Ahmedabad (Kamal Jain)

Date: 10th July 2013 Partner

[M.No.35172]

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Mar 31, 2012

We have audited the attached Balance Sheet of Vishal Malleables Ltd as at 31st March 2012 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

2. 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 hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, 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 ouraudit.

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

c) The Balance sheet, Profit and 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion, and based on information and explanations given to us, none of the Directors are disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said account read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31 st March 2012.

(ii) In so far as it relates to the Profit and Loss Account of the Loss of the Company for the year ended on that date, and

(iii) In so far as it relates to the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT :

Referred to in Paragraph 2 of our report of even date

1. In respectof its fixed assets:

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 fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered inthe register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from seven parties, including one company. The maximum amount involved during the year was Rs.23.59 lakhs and the year end balance of loan taken from such parties was Rs.74.63 lakhs. The Company had given loans to two parties including one Company. The maximum amount involved during the year was Rs.39.36 Lakhs and the year end balance of loan granted to such parties was Rs.33.37 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to parties are repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount is repayable on demand.

d) In respect of loans taken by the Company and loans given by the Company are repayable on demand and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered undersection 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1 )(d) of the Companies Act, 1956, in respect of any manufacturing activities of the Company.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2012 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses. The Company has made cash losses during the financial year covered by our audit.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayments of dues to financial institutions and banks.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The term loans outstanding at the beginning of the year and raised during the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on shortterm basis have been used for long term investment and vice-a-versa.

18. The company has made preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co.

Chartered Accountants

(ICAIFRN-107862W)

Place: Ahmedabad (Kamal Jain)

Date: 28.08.2012 Partner

[M.No.35172]

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Mar 31, 2011

We have audited the attached Balance Sheet of Vishal Malleables Ltd as at 31st March 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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.

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

2. 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 hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, 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 law, have been kept by the Company, so far it appears from our examination of those books.

c) The Balance sheet, Profit and 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion, and based on information and explanations given to us, none of the Directors are disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said account read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31 st March 2011.

(ii) In so far as it relates to the Profit and Loss Account of the Profit of the Company for the year ended on that date, and

(iii) In so far as it relates to the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS' REPORT : Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

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 fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from 4 parties, including 1 company. The maximum amount involved during the year was Rs.17.30 lakhs and the year end balance of loan taken from such parties was Rs.75.36 lakhs. The Company had given loans to 9 parties including 1 Company. The maximum amount involved during the year was Rs. 47.71 Lakhs and the year end balance of loan granted to such parties was Rs.149.92 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to one party is repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount is repayable on demand.

d) In respect of loans taken by the Company and loans given by the Company are repayable on demand and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1)(d) of the Companies Act, 1956, in respect of any manufacturing activities of the Company.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee's state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2011 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayments of dues to financial institutions and banks.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on short term basis have been used for long term investment and vice-a-versa.

18. The company has made preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year. However, company has raised money by way of issue of preferential issue..

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co. Chartered Accountants (ICAIFRN-107862W)

Place: Ahmedabad (KamalJain) Date: 30.05.2011 Partner [M.No.35172]

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Mar 31, 2010

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

2. 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 hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, 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 law, have been kept by the Company, so far it appears from our examination of those books.

c) The Balance sheet, Profit and 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion, and based on information and explanations given to us, none of the Directors are 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.

In our opinion and to the best of our information and according to the explanations given to us, the said account read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31st March 2010.

(ii) In so far as it relates to the Profit and Loss Account of the Profit of the Company for the year ended on that date. and

(iii) In so far as it relates to the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

ANNEXURE TO AUDITORS REPORT : Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

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 fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from 4 parties. The maximum amount involved during the year was Rs. 28.00 lakhs and the year end balance of loan taken from such parties was Rs. 89.33 lakhs. The Company had given loans to 7 parties including 1 Company. The maximum amount involved during the year was Rs. 28.00 Lakhs and the year end balance of loan granted to such parties was Rs. 106.13 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to one party is repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount is repayable on demand.

d) In respect of loans taken by the Company and loans given by the Company are repayable on demand and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs. 5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1)(d) of the Companies Act, 1956, in respect of any manufacturing activities of the Company.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2010 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayments of dues to financial institutions and banks.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on short term basis have been used for long term investment and vice-a-versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co.

Chartered Accountants (ICAI FRN-107862W)

Place: Ahmedabad (Kamal Jain)

Date: 02.08.2010 Partner

[M.No.35172]

---

Mar 31, 2009

We have audited the attached Balance Sheet of Vishal Malleables Ltd as at 31 st March 2009 and also the Profit and Loss Account for the year ended on that date annexed thereto and Cash Flow Statement for the year ended on that date. 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.

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

2. 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 hereto a statement on the matters specified in paragraph 4 & 5 of the said Order.

3. Further to our comments in the Annexure referred to in paragraph 2 above, 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 law, have been kept by the Company, so far it appears from our examination of those books.

c) The Balance sheet, Profit and 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 and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the mandatory Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956.

e) In our opinion, and based on information and explanations given to us, none of the Directors are disqualified as on 31st March 2009 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

In our opinion and to the best of our information and according to the explanations given to us, the said account read together with the Significant Accounting Policies and notes thereon give the information required by the Companies Act, 1956 in the manner so required and present a true and fair view in conformity with the accounting principles generally accepted in India:

(i) In so far as it relates to Balance Sheet, of the state of affairs of the Company as at 31 st March 2009.

(ii) In so far as it relates to the Profit and Loss Account of the Profit of the Company for the year ended on that date, and

(iii) In so far as it relates to the Cash Flow Statement, of the Cash Flows of the company for the year ended on that date.

: ANNEXURE TO AUDITORS REPORT :

Referred to in Paragraph 2 of our report of even date

1. In respect of its fixed assets:

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 fixed assets have been physically verified by the management during the year in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

c) In our opinion, the Company has not disposed of substantial part of fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As explained to us, the inventories of finished goods, stock-in-process, spares, stores and raw materials have been physically verified by the management at regular intervals during the year.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of the above referred inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) The Company has maintained proper records of inventories. According to the records produced to us for our verification, discrepancies which are noticed on physical verification of inventories referred to in 2(a) above, as compared to the book records have been adjusted in the book records on the basis of a year end scrutiny carried out by the Company.

3. In respect of loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

a) The Company had taken loans from six parties. The maximum amount involved during the year was Rs.59.96 lakhs and the year end balance of loan taken from such parties was Rs.97.27 lakhs. The Company had given loans to six parties including one Company. The maximum amount involved during the yearwasRs. 39.10lakhs and the year end balance of loan granted to such parties was Rs.92.81 lakhs.

b) In our opinion and according to the information and explanations given to us, the rate of interest, wherever applicable and other terms and conditions are not prima facie prejudicial to the interest of the Company.

c) In respect of interest free loans granted by the Company to one party is repayable on demand. In respect of loans taken by the Company the interest payments are regular and the principal amount is repayable on demand.

d) In respect of loans taken by the Company and loans given by the Company are repayable on demand and therefore, the question of overdue amounts does not arise.

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

5. In respect of transactions covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to information and explanations given to us, the transactions made in pursuance of contracts or arrangements, that needed to be entered into in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) The Company has purchased goods and materials and has sold goods and services in pursuant of contract or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 aggregating during the year to Rs.5,00,000/- (Rupees five lakhs only) or more in respect of one party.

6. The Company has not accepted any deposits from the public.

7. On the basis of the Internal Audit Report, we are of the opinion that the internal audit functions carried out by a Firm of Chartered Accountants appointed by the management is commensurate with the size of the Company and the nature of its business.

8. The Central Government has not prescribed maintenance of Cost Records under Section 209 (1 )(d) of the Companies Act, 1956, in respect of any manufacturing activities of the Company.

9. In respect of statutory dues:

According to the records of the Company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees state Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2009 for a period of more than six months from the date of becoming payable.

10. The Company has no accumulated losses and has not incurred any cash losses during the financial year covered by our audit or in the immediately preceding financial year.

11. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayments of dues to financial institutions and banks.

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

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

14. The Company has maintained proper records of transactions and contracts in respect of trading in securities, debentures and other investments and timely entries have been made therein. All shares, debentures and other investments have been held by the Company in its own name.

15. The Company has given guarantees for loans taken by others from banks or financial institutions. According to the information and explanations given to us, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

16. The Company has not raised any new term loans during the year. The term loans outstanding at the beginning of the year were applied for the purposes for which they were raised.

17. According to the information and explanations given to us and on the overall examination of the Financial Statements, no funds raised on short term basis have been used for long term investment and vice-a-versa.

18. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained U/s.301 of the Companies Act, 1956 during the year under review.

19. The Company has not issued any debentures during the year.

20. The Company has not raised any money by way of public issue during the year.

21. Based upon the audit procedures performed and as per the information and explanations given to us by the management no fraud on or by the Company has been noticed or reported during the course of our audit.

For B.A.Pavagadhi & Co. Chartered Accountants

Place: Ahmedabad (KamalJain)

Date: 28.08.2009 Partner

[M.No.35172]