Auditor Report of Zenith Capitals Ltd.

Mar 31, 2018

INDEPENDENT AUDITOR''S REPORT

To

The Members

Zenith Capitals Limited

Report on the Financial Statements:

1. We have audited the accompanying financial statements of Zenith Capitals Limited ("the Company"), which comprises of the Balance Sheet as at March 31, 2018, 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:

2. The management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (''the act'') with respect to the preparation of these financial statements that give a true and fair view, of the financial position and financial performance of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that are 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 mis statement, whether due to fraud or error.

Auditor''s Responsibility:

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis statement.

4. 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 mis statement 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 accounting policies used and the reasonableness of the accounting estimates made by the Company''s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion:

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2018, its profit & loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

7. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section!43 of the Act, we give in the Annexure statement on the matters Specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we further report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

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

e. On the basis of written representations received from the directors as on March 31,2018, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being appointed as a director in terms of Section 164(2) of the Act.

f. In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts; as such the question of commenting on any material foreseeable losses thereon does not arise.

iii. There has not been an occasion in case of the Company during the year under report to transfer any sums to the Investor Education and Protection Fund. The question of delay in transferring such sums does not arise.

For RSVA & Co.,

Chartered Accountants

FRN: 110504W

	Sd/-
	S Shamaladevi
Place: Mumbai	Partner
Date: 30th May, 2018	M No.: 202061

Annexure referred to in paragraph 7 Our Report of even date to the members of Zenith Capitals Limited, on the accounts of the company for the year ended 31stMarch, 2018.

On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets;

(b) The Fixed Assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regard to the size of the company and nature of its business. Pursuant to the program, a portion of the fixed asset has been physically verified by the management during the year and no material discrepancies between the books records and the physical fixed assets have been noticed.

(c) The title deeds of immovable properties are held in the name of the company.

2) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the Register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (C) of the Order are not applicable to the Company and hence not commented upon.

3) In our opinion and according to the information and explanations given to us, the company has complied with the provisions of section 185 and 186 of the Companies Act, 2013 In respect of loans, investments, guarantees, and security.

4) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

5) As informed to us, the maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

6) (a) According to information and explanations given to us and on the basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.

(b) According to the information and explanation given to us, there are no dues of income tax, sales tax, service tax, duty of customs, duty of excise, value added tax outstanding on account of any dispute.

7) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

8) Based upon the audit procedures performed and the information and explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company and hence not commented upon.

9) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

10) Based upon the audit procedures performed and the information and explanations given by the management, the managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

11) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

12) There are no transactions with the related parties and hence it does not call for further comments with reference to section 177 and 188 of Companies Act, 2013.

13) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

14) Based upon the audit procedures performed and the information and explanations given by the management, the company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

15) The company is registered under section 45 IA of the Reserve Bank of India Act, 1934.

For RSVA & Co.,

Chartered Accountants

FRN: 110504W

Sd/-

S Shamaladevi

Place: Mumbai Partner

Date: 30th May, 2018 M No.: 202061

Annexure B to the Auditors'' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")_____________________________

We have audited the internal financial controls over financial reporting of M/s. Zenith Capitals Limited("the Company") as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAP).

These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about -whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting:

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

i. pertains to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

it. provides reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

iii. provides reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting:

Due to the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion:

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For RSVA & Co

Chartered Accountants

FRNo.:110504W

Sd/-

S Shamaladevi

Place: Mumbai Partner

Date: 30th May, 2018 MRNo.: 202061

---

Mar 31, 2014

We have audited the accompanying financial statements of M/s. Zenith Capitals Limited, which comprise the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 the 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 auditors'' judgment, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the 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 the 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 31st March, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit of the Company 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 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 purposes of our audit.

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

(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

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

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Zenith Capitals Limited on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. There are no fixed assets held by the company.

2. (a) The Company has granted loan to a company, covered in the Register maintained under Section 301 of the Companies Act, 1956. The amount is advanced to the same and balance outstanding at the end of the year is Rs. 1,42,64,816/-.

(b) In our opinion, the rate of interest and other terms and conditions of the above mentioned loans are prima facie not prejudicial to the interest of the Company.

(c) According to the information and explanation given to us, the company has taken loan from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 and it was reported that the amount is payable as and when demanded. The amount taken on loan from M/s. Hubek Engineering Private Limited is Rs. 1,54,107/- & from M/s. Mahagujkar Agrocon Limited is Rs. 4,14,392/-Maximum amount outstanding during the year was Rs. 5,68,499/-. No interest was provided on that loan. The terms and conditions of such loan are not prejudicial to the interest of the company.

3. In our opinion and according to the 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 and fixed assets and for the sale of goods.

4. In our opinion and according to the information and explanations given to us, transactions that need to be entered into a Register in pursuance of Section 301 of the Companies Act, 1956 have been so entered.

5. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, 1956.

6. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

7. The Company has no liability towards payment of any provident fund, ESIC, Excise duty, Sales tax or any other Government dues.

8. The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit. The Company had incurred cash loss in the immediately preceding financial year.

9. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

10. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

11. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

12. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

13. The funds raised on short-term basis have not been used for long term investment. The Company has not raised any funds during the year on long-term basis.

14. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

15. The Company has no outstanding debentures during the period under audit.

16. The Company has not raised any money by public issue during the year.

17. According to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the financial year.

For RSVA & Co., Chartered Accountants

Sd/- S M Kulkarni Place: Mumbai Partner Date : 30th May, 2014 M No. 046285

---

Mar 31, 2012

1. We have audited the annexed Balance Sheet of M/s.Zenith Capitals Ltd. as at 31st March 2012, and also the Profit and Loss Account and Cash Flow Statement for the period ended on that date annexed thereto. These financial statements are the responsibility of the Company's Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the 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 from any material misstatement. An audit includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the 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 and read with the amendments made 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, and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us during the course of audit, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent they are applicable to the Company.

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

a. We have obtained all 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, except compliance with accrual concept in the matters stated in Para (f) below, as required by law have been kept by the Company, so far as appears from our examination of those books;

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

d. In our opinion, except Note no.2.13 of Note 2, regarding non provision of Rs. 28,20,576/- for diminution in the value of long term investment as required by Accounting Standard 13 " Accounting for Investment" issued by Institute of Chartered Accountant of India, the attached Balance Sheet and Profit and Loss Account is in compliance with the accounting standards referred to in sub- section (3C) of section 211 Companies ACT, 1956 to extent applicable.

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

f. We further report that:-

i) The company has granted interest free loan during the year and cumulative amount of interest free loan granted is Rs. 1,40,60,000/- (P. Y. Rs. 1,53,05,000/-) which is in contravention of section 372A of the Companies Act, 1956. (Refer Note No. 2.17 of Note 2).

ii) No Provision has been made for diminution in the value of long term investment amounting to Rs.28,20,576/- (P.Y. 28,20,576/-) as required by Accounting Standard 13 "Accounting for Investments". (Refer Note No. 2.13 of Note 2).

iii) The balances of Sundry Debtors. Sundry creditors, deposits loans & Advances ,unsecured loans are subject to confirmation, reconciliation and consequential adjustment . The consequential impact thereof on the account is not ascertainable. ( Refer Note No. 2.20 of Note 2)

g) We further report that, without considering item mention at para (f )(i) & (iii) above, the effect of which could not be determined, had the observation made by us in paragraph d &f (ii) above has been considered, the loss for the year would have been Rs. 4I,10,703/-as against the reported figure of Rs. 12,90,127/-, Accumulated loss would have been Rs. 36,29,05l/-(as against reported figure of reserve and surplus of ( Rs. 8,08,475/-) and Investment would have been Rs.4,58,526/- (as against reported figure Rs. 32, 79,102/-).

h) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, subject to our comments in paragraph 4(f) above consequential cumulative effect thereof is not ascertainable read together with significant accounting policies and notes thereon, 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, 2012 and

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

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

ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR AUDITORS REPORT OF EVEN DATE ON THE ACCOUNTS FOR THE YEAR ENDED 31st March 2012.

On the basis of such checks as we considered appropriate and in terms of the information and explanations given to us, we state that:

i. a) The Company has maintained proper records to show full particulars including quantitative details and situation of fixed assets.

b) We have been informed that most of the fixed assets have been physically verified by the management during the year, in our opinion, frequency of the verification is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

c) During the year, the Company has not disposed off any substantial part of the fixed assets.

ii. a) The Inventory has 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 explanations given to us, the procedure of physical verification of the inventory 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 explanations given to us the company is maintaining proper records of the inventory and no material discrepancies were noticed on physical verification between the physical stock and book records.

iii. a) The Company has granted interest free unsecured loan to three company covered under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 1,53,05,000/- and the year-end balance of loans granted to such party was Rs. 1,40,60,000/-.

b) In our opinion and according to the information and explanations given to us, the rate of interest and other terms and conditions are, prima facie prejudicial to the interest of the company.

c) The said interest free loan given to the company was repayable on demand and there is no repayment schedule.

d) In view of (c) above, the said clause 4 (iii) (d) of the Order is not applicable.

e) The Company has not taken any loans, secured loans or unsecured from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 provisions of clause 4(iii) (f) and (g) are not applicable to the Company.

iv. In our opinion and according to the 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 with regard to purchases of inventory, fixed assets and sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

v. Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the Company has not entered into any contract or arrangements that need to be entered in the register maintained under section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India, the provisions of Sections 58 A and 58 A A or any other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable. No order has been passed by the company Law Board, National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vii. During the year under review the Company did not have an internal audit system in place.

viii. The Central Government has not prescribed for maintenance of cost records under clause (d) of sub-section (1) of section 209 of the Companies ACT, 1956.

ix. a) According to the information and explanation given to us, and on the basis of our examination of the books of account, the Company has been regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund. Investor Education and Protection fund, Employees State Insurance, Income Tax, Wealth Tax, Custom Duty, Excise Duty, Service Tax, Cess and any other material statutory dues applicable to it except Profession Tax where some delay has been observed. According to the information and explanations given to us, there are no undisputed arrear of statutory dues were outstanding as at 31st March 2012 for a period of more than six months from the date they became payable.

b) According to the information and explanation given to us, there are no statutory dues in respect of Sales Tax, Income Tax, Customs Duty, Wealth Tax, Excise Duty, authorities on account of any disputes.

x. The accumulated losses of the company are not more than fifty percent of its net worth, (also refer point (4) (f) (ii) (g)of the main report). The company has incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

xi. In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to a bank.

xii. The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

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

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

xv. The Company has not given guarantees for loans taken by others from banks or financial institutions.

xvi. In our opinion, the Company has not raised any term loans during the year.

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

xviii. The company has not made preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

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

xx. The Company has not raised any monies from public issue during the year.

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

For and on behalf of

Kala Jain & Co.

Chartered Accountants,

Partner

Suparsh Kala

Membership No.114419

Mumbai

30 MAY 2012