ఆడిటర్ నివేదిక Asian Vegpro Industries Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of ASIAN VEGPRO INDUSTRIES LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss 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 statements that give a true and fair view of the financial position and financial performance in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

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

(i) in case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014.

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

Report on Other Legal and Regulatory Requirements

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

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

(a) we have obtained all the information and explanation, 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 and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account;

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

(e) on the basis of written representations received from the Directors, as on the date of balance sheet, and taken on record by the board of directors, we report that none of the directors is disqualified as on the said date from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

(1) since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company;

ANNEXURE REFERRED TO IN REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS OF OUR REPORT OF EVEN DATE

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

(b) The management at reasonable intervals has verified the fixed assets. We have been informed that, no material discrepancies on such verification have been noticed.

(c) The Company has not disposed substantial portion of its fixed assets during the year; accordingly the going concern status of the Company is not affected.

(ii) (a) As per the records maintained, the management has conducted verification of inventory at reasonable intervals.

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

(c) In our view, the Company has maintained proper records of inventory. No material discrepancies have been noticed on physical verification of stocks as compared to the book records.

(iii) (a) The Company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 301 of the Ad

(b) Since no loans are granted, the sub-clause dealing with rate of interest and other terms and conditions of loans given by the Company are not applicable.

(c) Since no loans are granted, the sub-clause dealing with receipt of the principal amount and interest on regular basis is not applicable.

(d) Since no loans are granted, the sub-clause dealing with overdue amount more than rupees one lakh is not applicable.

(e) The Company has taken interest free unsecured loan from one party covered in the register maintained under section 301 of the Ad The amount involved in the transactions during the year on maximum basis was Rs. 37,33,186 and at end of the year Rs. 37,30,132.

(f) Other terms and conditions of unsecured loans taken by the Company, are prima facie not prejudicial to the interest of the Company.

(g) The repayment of the principal amount and interest whereever applicable of such loans are also regular.

(iv) In our view, there is an adequate internal control system commensurate with the size of the Company and nature of its business, for the purchase of inventory and fixed assets, and for sale of goods and services. In our view, there has been no continuing failure to correct major weakness in internal control systems of the Company.

(v) According to the information and explanation given to us, and on the basis of representation received from the Management, the transactions that need to be entered into register maintained under section 301 of the Companies Ad 1956 have been so entered and the transactions made in pursuance of such Contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from public within the meaning of the provisions of section 58A and section 58AA or any other provisions of the Companies Ad 1956 and the rules made there under. We have been informed by the management that there has been no order passed by the Company law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the Company with respect to compliance of the provisions of section 58A or 58AA or any other provisions of the Companies Act, 1956.

(vii) Since the paid-up capital and reserves of the Company were not exceeding Rs. 50 Lacs at the commencement of the financial year, and the Company did not have an average annual turnover exceeding five Crore rupees for a period of three consecutive financial years immediately preceding the financial year concerned, there was no obligation for the Company as to have an internal audit system that commensurate with its size and nature of its business.

(viii) We have been informed by the management that, the Central Government has not prescribed the method of maintenance of cost records u/s. 209 (1) (d) of the Companies Act, 1956 to the industry to which the Company pertains.

(ix) (a) We have been informed by the management that, the Company is generally regular in depositing undisputed statutory dues with the appropriate authorities and there have been no material arrears of outstanding dues as at the last day of this financial year for more than six months from the date they became payable except advance tax that has not been regularly paid by the Company.

(b) In our opinion and according to the information and explanation given to us, there are no dues of Income tax. Sales tax, Wealth Tax, and Service tax. Custom Duty, Excise Duty or Cess, as applicable to it which have not been deposited on account of any dispute.

(x) There are no accumulated losses at the end of the financial year. Also, the Company has not reported any cash losses during the year or immediately preceding financial year.

(xi) As informed to us by the management, the Company has not defaulted in repayment of any dues to financial institution or banks; whereas there are no debenture holders

(xii) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities; accordingly, there is no necessity as to maintaining documents and records in this respect

(xiii) The provisions erf any special statute in respect of chit fund, nidhi, mutual benefit funds or societies are not applicable to the Company.

(xiv) The Company has not dealt or traded in shares, securities, debentures and other investments; hence maintenance of records for the same does not arise.

(xv) The management has informed us that the Company has not given any guarantee for loans taken by others from any bank or financial institutions.

(xvi) As per the explanation given by the management, the term loans were applied for the purposes for which they were obtained.

(xvii) As explained to us by the management there were no funds that were raised on a short term basis, which have been applied for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956.

(xix) The Company has not issued any debentures; hence no security or charges have been created in respect of the same.

(xx) The Company has not made any public issues of shares during the relevant year; hence disclosure requirement as to end utilization of public issue money is not required.

(xxi) As informed by the management, there has not been noticed or reported any fraud on or by the Company during the year.

For Shah, Shah & Shah Chartered Accountants

502, Damji Shamji Trade Centre Firm Registration No. 116457W

Station Road. Vidyavihar (W) MEHULSHAH

Mumbai - 400 086 Partner

Date : the 30th day of May, 2014 Membership No. 049361

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Mar 31, 2012

1. We have audited the attached Balance Sheet of ASIAN VEGPRO INDUSTRIES LIMITED as at 31st March, 2012 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Company's Management Our responsibility is to express an opinion on these financial statement 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, 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 Companies (Auditor's Report) (Amendment) Order, 2004 ("the order*) 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 we report that:

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

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

c) The Balance Sheet Profitand 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 and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act 1956;

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

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

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

b In the case of the Profit & Loss Account of the Loss for the year ended 31st March. 2012;

c 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 REPORT OF EVEN DATE

1. The Company has maintained proper records showing full particulars, including quantities details and situation of fixed assets. The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

2. As explained to us, the management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory followed by he management are reasonable and. adequate in relation to the size of the company and the nature of its business. As the company has not maintained proper complied and reconciled statement of stocks we are unable to comment on the material discrepancy between the physical stock and the records.

3. According to the information and explanations given to us and the records produced before us the company has taken loan from one company covered in the register maintained under Section 301 of the Companies Act, 1956. The total amount of loan taken during the year and balance as on the balance sheet date amount to Rs. 50,49,248/-. The company has not given any loans, to parties covered in the register maintained under Section 301 of the Companies Act, 1956. The loan is interest free and Other terms are not prejudicial to the interest of the company.

4. 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. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. Based on the audit procedures applied by us and the information and explanations provided by the management we are of the opinion that there are no transactions in excess of Rupees five lakhs during the year that need to.be entered in the register maintained under Section 301 of the Companies Act 1956.

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

7. The Company has no internal audit system at present

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of Sub section (1) of Section 209 of the Companies Act 1956.

9. According to the information and explanations 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 of sales tax and income tax and any other statutory dues applicable to it

According to the information and explanations given to us, no undisputed dues payable in respect of Income Tax, Sales Tax, Service Tax and any other statutory dues were outstanding at 31st March, 2012 or a period of more than six months from the date they become payable.

According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax and other statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has accumulated losses of Rs. 6,77,57,069/- as on 31st March, 2012 and has in the financial year ended at date and in the immediately preceding financial year there is a book loss of Rs. 23,83,306/-.

11. The Company has not taken any Bank loan and hence clause 4(XI) is not applicable.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities Accordingly, Clauses 4(XII) of the order is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, Clause 4(Xlf I) of the order is not applicable.

14. According to the information and explanations given to us, other than the investments standing in the Balance Sheet, the company during the year has no dealing or trading in shares, securities and debentures.

15. According to the information and explanations given to us, the company has not given any guarantee for bans taken by others from banks or financial institutions. Accordingly, clause 4(XV) of the order is not applicable.

16. During the year under review no term loan was obtained.

17. According to the information and explanation given to us and on the basis of an overall examination of balance sheet of the company no funds raised on short term basis have been used for long term investment and vice a versa during the year under review.

18. 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. Accordingly, clause 4 (XVIII) of the order is not applicable.

19. The Company has not issued any debentures, Accordingly, clause 4(XIX) of the order is not applicable.

20. The Company has not raised any money by public issue during the year. Accordingly, clause 4(XX) of the order is not applicable.

21. Accordingly to the information and explanations provided by the According fo the information and explanations provided by the management, and based upon the audit procedures no fraud on or by the Company has been noticed or reported during the year.

78/2, "A" Wing, Bhandup Industrial Estate, For Ashok V. Ladhani & Co.

Pannalal Mill Compound, L.B.S. Marg, Chartered Accountants

Bhandup (W) ASHOK V. LADHANI

Mumbai - 400 078 Proprietor

Date : the 7th day of August, 2012 Membership No. 31949

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Mar 31, 2010

1. We have audited the attached Balance Sheet of ASIAN VEGPRO INDUSTRIES LTD. as at 31st March, 2010 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statement 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, 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 as amended by Companies (Auditors Report) (Amendment) Order, 2004 ("the order") 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 we report that:

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

b) In our opinion, proper Books of Accounts as required by Law have been kept by the Company, so far as appears from our examination of these 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 and Profit and Loss Account dealt with by this report are in compliance with the Accounting Standards referred to in Sub-section (3C) of Section 211 of the Companies Act, 1956 ;

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

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

a In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 ;

b In the case of the Profit & Loss Account, of the Loss for the year ended 31st March, 2010 ;

c 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 REPORT OF EVEN DATE

1. The Company has maintained proper records showing full particulars, including quantities details and situation of fixed assets. The Company has a phased programme of physical verification of its fixed assets which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. As informed, no material discrepancies were noticed on such verification.

2. As explained to us. the management has conducted physical verification of inventory at reasonable intervals during the year. The procedures of physical verification of inventory followed by he management are reasonable and adequate in relation to the size of the company and the nature of its business. As the company has not maintained proper complied and reconciled statement of stocks we are unable to comment on the material discrepancy between the physical stock and the records.

3. According to the information and explanations given to us and the records produced before us the company has taken loan from one company covered in the register maintained under Section 301 of the Companies Act, 1956. The total amount of loan taken during the year and balance as on the balance sheet date amount to Rs. 69,14,046/-. The company has not given any loans, to parties covered in the register maintained under Section 301 of the Companies Act, 1956. The loan is interest free and other terms are not prejudicial to the interest of the company.

4. 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. During the course of our audit, no major weakness has been noticed in the internal control in respect of these areas.

5. Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that there are no transactions in excess of Rupees five lakhs during the year that need to be entered in the register maintained under Section 301 of the Companies Act, 1956.

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

7. The Company has no internal audit system at present.

8. According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under clause (d) of Sub section (1) of Section 209 of the Companies Act, 1956.

9. According to the information and explanations 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 of sales tax and income tax and any other statutory dues applicable to it.

According to the information and explanations given to us, no undisputed dues payable in respect of Income Tax, Sales Tax, Service Tax and any other statutory dues were outstanding at 31st March, 2010 or a period of more than six months from the date they become payable.

According to the information and explanations given to us, there are no dues in respect of Sales Tax, Income Tax and other statutory dues that have not been deposited with the appropriate authorities on account of any dispute.

10. The Company has accumulated losses of Rs. 6,22,75,274/- as on 31st March, 2010 and has incurred cash loss of Rs. 1,11,056/- in the financial year ended at date and in the immediately preceding the financial year there is no loss.

11. Based on our audit procedure 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 bank.

12. The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities Accordingly, Clauses 4(XII) of the order is not applicable.

13. The Company is not a chit fund, nidhi, mutual benefit fund or a society. Accordingly, Clause 4(XIII) of the order is not applicable.

14. According to the information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, Clause 4(XV) of the order is not applicable.

15. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions. Accordingly, clause 4(XV) of the order is not applicable.

16. During the year under review no term loan was obtained.

17. According to the information and explanation given to us and on the basis of an overall examination of balance sheet of the company no funds raised on short term basis have been used for long term investment and vice a versa during the year under review.

18. 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. Accordingly, clause 4 (XVIII) of the order is not applicable.

19. The Company has not issued any debentures, Accordingly, clause 4(XIX) of the order is not applicable.

20. The Company has not raised any money by public issue during the year. Accordingly, clause 4(XX) of the order is not applicable.

21. Accordingly to the information and explanations provided by the According to the information and explanations provided by the management, and based upon the audit procedures no fraud on or by the Company has been noticed or reported during the year.



For Anand Mukul Associates

2, Hazari Bhuvan Chartered Accountants

Dr. R. R. Road Firm Registration No. 115985W

Mulund (W) MUKUL S PATANKAR

Mumbai-400 080 Partner

Dated : the 28th day of August, 2010 Membership No. 40718

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Mar 31, 2009

We have audited the attached Balance Sheet of M/s. ASIAN VEGPRO INDUSTRIES LTD. as at 31st March, 2009 and also the Profit and Loss Account of the Company for the year ended on that date, annexed thereto. These Financial Statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statement based on our audit.

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, 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.

We report as follows :

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

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

2) 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 these books.

3) The Balance Sheet and the Profit & Loss Account dealt with by this report are in agreement with the Books of Accounts.

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

5) On the basis of the written representations received from the Directors as on 31st March, 2009, which have been taken on record by the Board of Directors, we reported that none of the Directors is disqualified as on 31st March, 2009 from being appointed as a Director in terms of Clause (g) of Sub-section (1) of Section 274 of the Companies Act, 1956.

6) 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;

(a) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009 and

(b) In the case of the Profit & Loss Account, of the Profit for the year ended 31st March, 2009.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE

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

b) As explained to us, all the fixed assets have been physically verified by the management at reasonable intervals during the year. According to the information & explanation given to us & the records produced to us for our verification, no discrepancies were noticed on such physical verification.

c) The Fixed Assets of the Company have not been revalued during the year.

2. a) The inventories have been physically verified by the management at reasonable intervals during the year.

b) The procedures of physical verification of inventories followed by the as explained to us are in our opinion, reasonable & adequate in relation to the size and nature of its business.

c) According to the records produced to us for our verification, no discrepancies noticed on physical verification of inventories.

3. a) As per the information & explanation given to us and the record produced to

us for our verification, the Company has taken unsecured loans from one firm covered in the register maintained under Section 301 of the Companies Act, 1956. However, the terms & conditions on which the unsecured loans had been taken are not prejudicial to the interest of the Company.

b) As per the information & explanation given to us, the loans are interest free in our opinion not prima facie prejudicial to the interest of the Company.

4. In our opinion and according to the information and explanation given to us, there are adequate internal control procedure commensurate with the size of the Company and the nature of its business with regard to purchase of goods, raw materials including components and other assets with regard to the sale of goods. As per information given to us, no major weakness in the internal control have been identified by the management of the Company during the year. During course of audit, nothing has come to our notice that may suggest a major weakness in internal control system of company.

5. On the basis of the audit procedures performed by us & according to the information & explanation given to us on our enquiries on this behalf and the request produced to us for our verification the transaction required to be entered into the register in pursuance of Section 301 of the Companies Act have been so entered.

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

7. The Company has no internal audit system at present.

ANNEXURE REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE (Contd.)

8. The Company is not required to maintain cost records under clause (d) of Sub-section (1) of Section 209 of the Companies Act, 1956.

9. There are no disputed tax liabilities in respect of sales tax, wealth tax, custom duty, excise duty / cess etc.

10. The Company has accumulated losses at the end of the financial year.

11. The Company has not borrowed any sum from financial institutions nor through debentures.

12. The Company has granted interest free loans to the companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. However, the terms & conditions on which the loans and advances have been given are not prejudicial to the interest of the company.

13. The Company has not given any guarantee for the loans taken by others from bank or financial institutions.

14. The Company has not borrowed term loans during the year.

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

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

17. As per the information & explanation given fo us on the enquiries on this behalf, there were no fraud on or by the Company, which have been noticed or reported during the year.

Note:

The comments on the matter started in the clause of Companies (Auditors Report) Order, 2003 (CARO 2003) are given in the above annexure are applicable to the Company.

1 st Floor For DEDHIA TALAK DEVJI

78/80, V. V. Chand Street Chartered Accountants

Masijid Bunder DEDHIA TALAK



Mumbai-400 003 Proprietor

Dated : the 3rd day of September, 2009 (Membership No. 014710)