Auditor Report of Vyapar Industries Ltd.

Mar 31, 2015

We have audited the accompanying financial statements of Vyapar Industries Limited (the Company), which comprise the Balance Sheet as at March 31, 2015, 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'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 and presentation of these financial statement 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 withe the provisions 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 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 thereunder.

We conducted our Audit accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgement, 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 March 31, 2015 and its profits and its cash flows for the year ended on that date.

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 (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

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

b. In our opinion, proper books of accounts 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, Profit and Loss Statement and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

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

e. On the basis of the written representations received from the director, as on March 31st, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 has disclosed the impact of pending litigations on its financial position in its financial statements and referred to in Note 26 to the Financial Statement.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foresable losses, if any, and as required on long-term contracts including derivative contracts.

iii. The Company does not have any amounts to be transferred to the Investors Education and Protection Fund in terms of the relevant provisions of the Companies Act, 2013 and rules thereunder.

The Annexure referred to in our Independent Auditors Report to the Members of the Company on the financial statements for the year ended 31st March, 2015, we report that :

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

b) As explained to us, all the fixed assets have been physically verified by the Management 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 its fixed assets during the year and the going concern status of the company is not affected.

ii a) On the basis of explanation and submission given to us, physical verification of inventory has been conducted at reasonable intervals by the management.

b) In our opinion and on the basis of examination done by us, the procedures of physical verification of inventory 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 is maintaining proper records of Inventory and discrepancies noticed on physical verification if any, have been properly dealt with in the books of accounts.

iii The Company has not granted any loans secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of The Companies Act, 2013 and accordingly the reporting requirements under paragraph 3 (iii) of the order is not applicable.

iv In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and sale of goods. We have not observed any major weaknesses in the internal control system during the course of the audit.

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

vi The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the goods dealt by the company.

vii a) According to the information and explanation given to us and on the basis of our examination of the records of the company, amount deducted / accrued in the books of account in respect of applicable undisputed statutory dues including income tax, sales tax, service tax, duty of customs, value added tax and other materials statutory dues have been regularly deposited during the year by the company with the appropriate authorities. As explained to us, the company did not have any dues on account of provident fund, employees state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, service tax, duty of customs, value added tax and other material statutory dues were in arrears at 31st March, 2015 for a period of more than six months from the date they became payable.

b) According to information and explanations given to us, there are no material dues of duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanation given to us, the following dues of Service Tax and Income Tax have not been deposited by the Company on account of disputes.

Sr. Name of the Nature of Amount No. Statute the Dues

1 Chapter V of Service 32,60,228 Finance Act, 1994 Tax

2 Income Tax Act, Income Tax 29,645 1961

3 Income Tax Act, Income Tax 38,41,020

4 Income Tax Act, Income Tax 2,41,560

5 Income Tax Act, Income Tax 5,38,420

Name of the Statute Period to Forum which the where dispute amount relates is pending

Chapter V of Finance Act 2007- 08 Commissioner of 1994 Service Tax, Mumbai

Income Tax Act 1961 2008- 09 Income Tax Officer

Income TAx Act 2009- 10 Income Tax Officer

Income Tax Act 2010- 11 Appellate Tribunal

Income Tax Act 2012-13 Income Tax Officer

c According to the information and explanation given to us, the company does not have any amount to be transferred to the Investors Education and Protection Fund in terms of the relevant provisions of the Companies Act, 2013 and rules thereunder.

viii The Company has accumulated losses at the end of the financial year and its accumulated losses are less than 50% of its net worth. The Company has incurred cash loss in the financial year of Rs. 11,673,166/-.

ix The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x In our opinion and according to the information and explanation given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

xi The Company did not have any term loans outstanding during the year.

xii According to the information and explanation given to us, no material fraud on / or by the Company has been noticed or reported during the course of our audit.

For Salim A. Kantawala Chartered Accountant Registration No.: 0104006510 (S1/5)

Salim A. Kantawala (Proprietor) (Membership No. 038859)

Place: Mumbai Date: 25th May, 2015

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Mar 31, 2014

We have audited the accompanying financial statements of Vyapar Industries Limited (the Company), which comprise the Balance Sheet as at March 31, 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''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statement that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with Accounting Standards notified under the Companies Act, 1956 (the Act) read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material 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 Company''s internal control. 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 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 March 31, 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 for the year ended on that date.

Report on Other Legal Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) 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 purposes of our audit;

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

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the balance sheet, the Statement of Profit and Loss and Cash Flow Statement comply with Accounting standards notified under the Act read with General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e. On the basis of the written representations received from the director, as on March 31st, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS REPORT 31st March, 2014

Referred to in Paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date :

I In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available records.

b) As explained to us, all the fixed assets have been physically verified by the Management 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 its fixed assets during the year and the going concern status of the company is not affected.

II In respect of Inventories :

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

b) In our opinion and according to the information and the explanation given to us, the procedures of physical verification of 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 maintain proper records of Inventories. As explained to us, there was no material discrepancies noticed on physical verification of inventories as compared to the book records.

III According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956. Consequently clauses (iii) (a) to (iii) (g) of paragraph 4 of CARO are not applicable.

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

V In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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, the transactions made in pursuance of contracts / arrangements entered in the register maintained under Section 301 of the Companies Act 1956 and exceeding the value of Rs. 5,00,000 in the respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

VI. According to the information and explanation given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of the paragraph 4 of the Order are not applicable to the company.

VII In our opinion, the Company has an internal audit system commensurate with size of the company and nature of its business.

VIII In our opinion, and to the best of our knowledge and belief, having regard to the nature of the company''s business and operations, there is no statutory requirement for maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. Further, to the best of our knowledge and according to the information and explanation given to us, the central government has not prescribed the maintenance of cost records for any product of the company. Consequently, clause (viii) of the paragraph 4 of CARO is not applicable.

IX. In respect of statutory Dues:

a) According to the records of the company, undisputed statutory dues including applicable provident fund, investor education and protection fund, employees state insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues with the appropriate authorities during the year. According to the information and explanation given to us no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b) Details of dues of Service Tax, Income Tax which have not been deposited as on 31st March 2014 on account of disputes are given below :

Sr. Name of the Nature of Amount Period to Forum No. Statute the Dues which the amount relates

1 Chapter V of Service 32,60,228 2007-08 Commissioner of Finance Act, 1994 Tax Service Tax, Mumbai

2 Income Tax Act, Income 29,645 2007-08 Income Tax Officer 1961 Tax

38,41,020 2009-10 Income Tax Officer

2,41,560 2010-11 Appellate Tribunal

X The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the immediately preceding financial year.

XI Based on our audit procedures and according to the information and explanations given to us, the company has not borrowed any money from banks, financial institution or issued any debentures. Consequently, the requirement of Clause (xi) of paragraph 4 of the Order is no applicable.

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

XIII In our opinion the Company is not a chit fund / nidhi mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company

XIV The company has not dealt in shares, securities, debentures and other investments. Consequently, clause (xiv) of paragraph 4 of the order is not applicable.

XV According to the information and explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, the requirement of Clause (xv) of paragraph 4 of the order is not applicable.

XVI According to the information and explanations given to us, No term loans are raised during the year by the Company. Consequently, the requirement of Clause (xvi) of paragraph 4 of the order is not applicable.

XVII According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis have been used for long term investment.

XVIII The Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956.

XIX The Company did not issue any debentures during the year. Consequently, clause (xix) of paragraph 4 of the order is not applicable.

XX The Company has not raised any monies by way of public issues during the year.

XXI In our opinion and according to the information and explanation given to us, no material fraud on or by the Company has been noticed or reported during the year.

For Salim A. Kantawala Chartered Accountant (Registration No. 038859)

Salim A. Kantawala (Proprietor)

Place: Mumbai Date: 30th May, 2014

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Vyapar Industries Limited (the Company), which comprise the Balance Sheet as at March 31, 2013, 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''s Responsibility for the Financial Statements

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

Auditors'' Responsibility

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material 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 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 March 31, 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 Statement, of the cash flows for the year ended on that date.

Report on Other Legal Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 (the Order) issued by the Central Government of India in terms of Section 227(4A) 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 purposes of our audit;

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

c. The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of accounts;

d. In our opinion, the balance sheet, the statement of profit and loss and cash flow statement comply with the Accounting standards referred to in Section 211 (3C) of the Act;

e. On the basis of the written representations received from the director, as on March 31st, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

ANNEXURE TO AUDITORS REPORT 31st March, 2013

Referred to in Paragraph 1 under the heading of ''Report on Other Legal and Regulatory Requirements'' of our report of even date :

I In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets on the basis of available records.

b) As explained to us, all the fixed assets have been physically verified by the Management 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 a substantial part of its fixed assets during the year and the going concern status of the company is not affected.

II In respect of Inventories :

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

b) In our opinion and according to the information and the explanation given to us, the procedures of physical verification of 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 maintain proper records of Inventories. As explained to us, there were no material discrepancies noticed on physical verification of inventories as compared to the book records.

III According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other parties covered in the Register maintained under Section 301 of the Companies Act 1956. Consequently clauses (iii) (a) to (iii) (g) of paragraph 4 of CARO are not applicable.

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

V In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that need to be entered in 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, the transactions made in pursuance of contracts / arrangements entered in the register maintained under Section 301 of the Companies Act 1956 and exceeding the value of Rs. 5,00,000 in the respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

VI. According to the information and explanation given to us, the Company has not accepted any deposit from the public. Therefore, the provisions of Clause (vi) of the paragraph 4 of the Order are not applicable to the company.

VII In our opinion, the Company has an internal audit system commensurate with size of the company and nature of its business.

VIII In our opinion, and to the best of our knowledge and belief, having regard to the nature of the company''s business and operations, there is no statutory requirement for maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies Act, 1956. Further, to the best of our knowledge and according to the information and explanation given to us, the central government has not prescribed the maintenance of cost records for any product of the company. Consequently, clause (viii) of the paragraph 4 of CARO is not applicable.

IX. In respect of statutory Dues:

a) According to the records of the company, and based on the information and explanation given to us, the company has been generally regular in depositing undisputed applicable statutory dues including Income Tax, Sales Tax, Service Tax, Custom Duty, and other material statutory dues with the appropriate authorities during the year. According to the information and explanation given to us no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March, 2013 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us there were no such statutory dues which have not been deposited as on 31st March 2013 on account of Disputes. Consequently, the requirement of clause (ix) (b) of paragraph 4 of the Order is not applicable.

X The Company has accumulated losses of Rs. 10,41,847/- which is less than 50% of its net worth at the end of the financial year. The Company has not incurred cash losses during the financial year covered by the audit and in the preceding financial year.

XI In our opinion and according to the information and explanations given to us, the company has not borrowed any money from banks, financial institution or issued any debentures. Consequently, the requirement of Clause (xi) of paragraph 4 of the Order is no applicable.

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

XIII In our opinion and according to the information and explanation given to us and based on the information available, the Company is not a chit fund / nidhi mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company

XIV The company has not dealt in shares, securities, debentures and other investments. Consequently, clause (xiv) of paragraph 4 of the order is not applicable.

XV According to the information and explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, the requirement of Clause (xv) of paragraph 4 of the order is not applicable.

XVI According to the information and explanations given to us, No term loans are raised during the year by the Company. Consequently, the requirement of Clause (xvi) of paragraph 4 of the order is not applicable.

XVII According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that there are no funds raised on short-term basis have been used for long term investment.

XVIIIThe Company has not made any preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act, 1956.

XIX The Company did not issue any debentures during the year. Consequently, clause (xix) of paragraph 4 of the order is not applicable.

XX The Company has not raised any monies by way of public issues during the year.

XXI To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, no fraud on or by the Company was noticed or reported during the year.

For Salim A. Kantawala

Chartered Accountant

(Registration No. 038859)

Salim A. Kantawala

(Proprietor)

Place: Mumbai

Date: 29th May, 2013

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Mar 31, 2012

1. We have audited the attached Balance Sheet of Vyapar Industries Ltd., as at March 31st, 20l2 and also the statement of Profit and Loss Account and Cash flow statement for the year ended on that date annexed thereto. these financial statements arc the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit

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

3. As required by the Companies (Auditor's Report) Order. 2003 as amended by the companies (Auditor's Report) (Amendment) order 2004 issued by the Central Government of India in terms of Sub-section (4A) of section 227 of the Companies Act 1956. of India (the act) and on the basis of such checks of the books and records of the company as we considered appropriate and according in the information and explanation given to us. we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our Knowledge and belief were necessary for the purposes of our audit;

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

(iii) The Balance Sheet, Profit and Loss Account and Cash flow Statement dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the balance Sheet. Ute statement of profit and loss and cash flow statement dealt with by this report.

(v) On the basis of the Written representations received from the director, as on March 31st, 2012. and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31,2012 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the companies Act, 1956

(vi) In our opinion and to the best of our Information and according to the explanation given to us, the said accounts read together with notes to accounts, 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's at 3lst March, 2012

(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 Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO AUDITORS REPORT 31st MARCH, 2012

Referred to in Paragraph 3 of our report of even date:

I In respect of Fixed Assets:

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

D) As explained to us, all the fixed assets have been physically verified by the Management of the Company at regular intervals during the year, which in our opinion is reasonable. According to the information and explanation given to us, no material discrepancies were noticed on such physical verification

c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed assets of the company and such disposal has, in our opinion, not affected the going concern status of the company.

II In respect of Inventories:

a) As explained to us the Inventory has been physically verified by the management during the year. In our opinion, having regard to the location of stocks, the frequency of verification of inventories is reasonable.

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

c) In our opinion and according to the information and explanation given to us, the company has maintain proper records of Inventory and has no material discrepancies were noticed on physical verification.

III According to the information and explanation given to us, the company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or of her parties covered in the Register maintained under Section 301 of the Companies Act 1956. Consequently clauses (iii) (a) to (iii) (g) of paragraph 4 of CARO are not applicable

IV In our opinion and according to the information and explanation given to us, there is an adequate internal control procedures commensurate with the size of the Company and nature of its business with regard to 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 such internal control system.

V In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956

a) In our opinion and according to the information and explanation given to us, the transactions made in pursuance of contracts or arrangements that needs 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, the transactions made in pursuance of contracts / arrangements entered in the register maintained under section 301 of the companies act 1956 and exceeding the value of Rs. 5,00,000 in the respect of each party during the year have been made at prices which are prima face reasonable having regard to the prevailing market prices at relevant time as per the information available with the company.

VI According to the information and explanation given to us. the Company has not accepted any deposit from the public. Therefore, the provisions of clause (vi) of the paragraph 4 of the order are not applicable to the company.

VII In our opinion, the Company has an internal audit system commensurate with size of the company and nature of its business.

VII In our opinion, and to the best of our knowledge and belief, having regard to the nature of the company's business and operations, there is no statutory requirement for maintenance of cost records under clause (d) of Sub-section (1) of section 209 of the companies act. 1956 Further to the best of our knowledge and according to the information and explanation given to us, the central government has not prescribed the maintenance of cost records for any product of the company. Consequently, clause (viii) of the paragraph 4 of CARO is not applicable

IX. In respect of statutory Dues:

a) According to the records of the company, and based on the information and explanation given to us. the company has been generally regular in depositing undisputed applicable statutory dues including income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and of her material statutory dues with the appropriate authorities during the year. According to the information and explanation given to us no undisputed amounts payable in respect of aforesaid dues were outstanding as at 31st March. 2012 for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us there were no such statutory dues which have not been deposited as on 31st March 2012 on account of disputes. Consequently. the requirement of clause (ix) (b)of paragraph 4 of the order is not applicable.

X The Company has accumulated losses of Rs. 1,21,50,567/- which is less than 50% of its net worth at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by the audit and in the preceding financial year.

XI In our opinion and according to the information and explanations given to us, the company has not borrowed any money from banks, financial institution or Issued any debentures. Consequently, the requirement of Clause (xi)of paragraph 4 of the order is no applicable.

XII in our opinion and according to the information and explanation given to us and based on the information available, no loans and advances have been granted by the company on the basis of security by the way of pledge of shares, debentures and of her securities.

XII In our opinion and according to the information and explanation given to us and based on the information available, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause (xiii) of paragraph 4 of the order are not applicable to the company

XIV The company has not dealt in shares, securities, debentures and of her investments. Consequently, Clause (xi) of paragraph 4 of The order is not applicable

XV According to the information and explanations given to us and based on the information available, the company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Consequently, the requirement of Clause (xv) of paragraph 4 of the order is not applicable.

XVI To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans outstanding at the beginning of the year and those raised during the year by the Company were, prima facie, applied by the Company for the purpose for which the loans were obtained

XVII According to the information and explanation given to us and on overall examination of the Balance Sheet of the Company, we are of the opinion that funds raised on short-term basis have, prima facie, not been used during the year for long term investment.

XVIII The Company has not made preferential allotment of shares to parties and companies covered in register maintained under Section 301 of the Companies Act 1956.

XIX The Company did not issue any debentures during the year. Consequently, clause (xix) of paragraph 4 of the order is not applicable.

XX During the period covered by our audit report, the Company has not raised any money by public issue. Consequently, clause (xx) of paragraph 4 of the order is not applicable.

XXI To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, no fraud on or by the Company was noticed or reported during tine year.

Mr. Salim A. Kantawala

(Chartered Accountant)

Membership No. : 38859

Place: Mumbai

Date : 30th August, 2012.

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Mar 31, 2010

1. We have audited the attached Balance Sheet of Vyapar Industries Ltd., as at 31st March 2010 and also the Profit and Loss Account and Cash flow statement for the year ended on that annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

4. Further to our comments in the Annexure referred to 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 purposes of our audit;

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

(c) In our opinion, the Balance Sheet and Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards subject to schedule U referred to in sub-section (3c) of section 211 of the Companies Act, 1956 to the extent applicable;

(d) On the basis of written representations received from the directors, as on 1st April, 2010 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31st March 2010 from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

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

(ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date.

(iii) in the case of Cash flow statement of the cash flows for the year ended on that date.

For Salim A. Kantawala

Chartered Accountant

Membership No. 38859

Place: Mumbai

Date: 28th August, 2010.

ANNEXURE TO AUDITORS REPORT 31st March 2010

Referred to in Paragraph 3 of our report of even date :

I In respect of Fixed Assets :

a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b) As per the information and explanation given to us, the management of the Company has physically verified its assets of reasonable interval during the year, and no material discrepancies were noticed on such physical verification.

c) No fixed assets have been disposed off during the year.

II In respect of Inventories :

a) As explained to us the Inventory has been physically verified by the management at reasonable interval during the year.

b) In our opinion the procedures of physical verification are reasonable and adequate having regards to the size of the company and the nature of its operation.

c) In our opinion the company is maintaining proper records of Inventory and as per the information and explanation given to us, no material discrepancies were noticed on physical verification.

III According to the information and explanation given to us the company has granted unsecured loans, to the companies, firms or other parties covered in the register maintain under section 301 of the Companies Act 1956, details of which are given in Annexure I.

According to the information and explanation given to us the company has taken unsecured loans, from the companies, firms or other parties covered in the register maintained under section 301 of the Companies Act 1956, details of which are given in Annexure II.

IV In our opinion and according to the information and explanation given to us, there are adequate internal control procedures commensurate with the size of the Company and nature of its business for the purchase of Inventory and Fixed Assets and for the sale of goods and we have not observed any continuing failure to correct major weaknesses in such internal control system.

V In our opinion and according to the information and explanation given to us, the company has entered into contracts and arrangements with other parties particulars of which need to be entered into the register maintained under section 301 of the Companies Act 1956 and these transaction have been made at prices which are reasonable having regards to the prevailing market prise at the relevant time.

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

VII In our opinion the company has an internal audit system commensurate with size of the company and nature of its business.

VIII We have been informed by the management of the company that, there is no statutory requirement for maintenance of cost records under clause (d) of sub section (I) of section 209 of the Companies Act, 1956.

IX In respect of Statutory Dues

a) According to the information and explanation given to us, the Company has been regular in depositing undisputed applicable statutory dues including Investor Education and Protection Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues, with the appropriate authorities during the year. The Company has not deducted nor deposited Provident Fund and ESIC.

b) According to the information and explanation given to us no undisputed amounts payable in respect of Wealth Tax, Service Tax, Sales Tax, Custom duty, Excise duty, Cess and other material dues, were in arrears, as at 31st March, 2010 for a period of more than six months from the date of becoming payable.

X The Companys accumulated losses of Rs. 2,20,19,581/- which is less than 50% of its net worth of the end of financial year and has not incurred cash losses in the financial year.

XI The Company has not borrowed any money from Banks , financial institution or issued any debentures.

XII According to the information and explanation given to us the company has not granted any Loans or Advances against pledge of shares, debentures and other securities.

XIII In our opinion and according to the information and explanation given to us, the Company is not a chit fund or a nidhi / mutual benefit fund / society.

XIV The Company has not dealt in shares, securities, debentures and other investments. Consequently, clause (xiv) of paragraph 4 of the order is not applicable.

XV According to the information given to us the company has not given any guarantee for loans taken by others from Banks or financial Institutions during the year.

XVI To the best of our knowledge and belief and according to the information and explanation given to us, in our opinion, term loans availed by the Company were prima facie, applied by the company during the year for the purpose for which the loans were obtained.

XVII According to the information and explanation given to us and on overall examination of the Balance Sheet of the company, funds raised on short-term basis have been used during the financial year for long term investment.

XVIIIThe Company has not made preferential allotment of shares to parties and companies covered in Register Maintained under section 301 of the act 1956.

XIX The Company did not issue any debentures during the year. Consequently, clause (xix) of paragraph 4 of the order is not applicable.

XX During the period covered by our audit the company has not raised any money by public issues.

XXI To the best of our knowledge and belief and according to the information and explanation given to us, no fraud on or by the company was noticed or reported during the year.

Mr. Salim A. Kantawala

(Chartered Accountant)

Membership No. : 38859

Place: Mumbai

Date: 28th August, 2010.