ఆడిటర్ నివేదిక Northern Projects Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of NORTHERN PROJECTS LIMITED, 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

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. 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 company''s internal control. An audit aiso includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINION

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

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

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

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

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

(iii) 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;

(iv) 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 Companies Act, 1956;

(v) On the basis of written representations received from the directors as on March 31,2014, 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

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

b) Fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies have been noticed on physical verification as confirmed by the Management.

c) No substantial part of fixed assets has been disposed off during the year, which would effect the going concern assumption.

2. As there is no inventory comments on clauses ii (a), (b) & (c) are not applicable to the company.

3. (a) The company has granted unsecured loan to companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year, details are as follows:

Name of the Company Opening Loan Given Loan Refunded

Asutosh Enterprises Ltd. 46,450,000 575,000 3,500,000

V. N. Enterprises Ltd. NIL 20,000,000 NIL

Name of the Company Maximum Balance amount outstanding at involved the year end during (Excluding the year year Interest) Asutosh Enterprises Ltd. 46,650,000 43,525,000

V. N. Enterprises Ltd. 20,000,000 20,000,000 (b) In our opinion, the rates of interest and terms and conditions on which loans has been given to parties listed in the register maintained U/s. 301 are not, prima facie, prejudicial to the interest of the company.

(c) The receipt of the principal amount and interest are regular as per mutual consent.

(d) There is no over due amounts of loan given.

(e) As per information and explanation given to us, the company not taken secured/unsecured loans/ advance from companies, firms or any other parties covered in the register maintained under section 301 of the Companies Act, 1956. Hence comments on Clauses iii (f) to (g) are not applicable.

4. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase and sale of fixed assets and investments. During the course of our audit, no major weakness has been noticed in the internal control system.

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

b) In our opinion & according to the information & explanations given to us, these transactions have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time.

6. The company has not accepted public deposits and so the provisions of Sec.58A, 58AA and any other relevant provisions of the Act does not apply to the company.

7. As per the explanation and information given to us, the company has an internal audit system commensurate with the size and nature of the business.

8. Maintenance of cost records U/s 209(1)(d) of the Companies Act,1956 does not apply to the company.

9. a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company is regular in depositing undisputed statutory dues including, Income Tax, and other statutory dues with the appropriate authorities which has being outstanding for a period of more than six months from the date they bacame payable.

b) The disputed statutory dues in respect of income tax amounting to Rs 245.27 Lacs, have not been deposited on account of disputed matters pending before ITA for assessment year 2002-03, 2003-04, 2005-06 & 2006-07.

10. The company does not have any accumulated losses and has not incurred cash loss in the current financial year. The company has not incurred any cash losses in the immediately preceding financial year.

11. The company has not taken any loans from any Financial Institutions or bank has not issued any debentures hence the question of default in repayment does not arise.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of Shares, Debentures and Other Securities.

13. The company is not a Chit Fund or a Nidhi /Mutual Benefit Fund/Society hence clause XIII of the order does not apply.

14. The company is not in the business of dealing or trading in shares and securities. However the company has maintained proper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investment and timely entries have been made therein. The shares, securities, debentures and other investments have been held by the company, in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by other from banks & financial institutions.

16. Based on information and explanations given to us by the management, the company has not raised any term loans during the year.

17. On the basis of our overall examination of the Cash Flow Statement, and on the basis of information given to us no funds raised on short term basis has been used for long term investment.

18. During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the company has not issued any debenture, hence the question of creating securities or charge does not arise.

20. The Company has not raised any money by way of Public Issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud, on or by the Company has been noticed or reported during the year.

For SALARPURIA & PARTNERS Chartered Accountants ICAI Reg. No. 302113E

Place : Kolkata Arabinda Ghosh Date: 28th May, 2014 Membership No. 51855

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Mar 31, 2011

We have audited the attached Balance Sheet of NORTHERN PROJECTS LIMITED as at 31st March, 2011 and also the Profit and Loss Account for the year ended on that date annexed thereto and the Cash Flow statement for the period ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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 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.

As required by the companies (Auditor's Report) Order, 2003 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. We enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to 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 account 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 account.

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

v) On the basis of written representation received from the Directors as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 31 st March, 2011 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

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

a) in the case of the Balance Sheet, of the state of affairs of the company as at 31 st March, 2011.

b) in the case of the Profit & Loss Account, 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.

ANNEXURE TO AUDITORS' REPORT

1. a) The company has maintained proper records showing full particulars, details and situation of fixed assets.

b) Fixed assets have been physically verified by the management periodically in a phased manner and no material discrepancies have been noticed on physical verification as confirmed by the Management.

c) No substantial part of fixed assets has been disposed off during the year, which has bearing on the going concern assumption.

2. a) As per information & explanation given to us, physical verification of inventory have been conducted at reasonable intervals during the year by the management.

b) In our opinion, 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) The company has maintained proper records of inventory. No material discrepancies were noticed on physical verification.

3. a) As per information & explanation given to us, the company has not granted secured/unsecured Loans/ Advance to any companies or firms covered in the register maintained under section 301 of the Companies Act, 1956.

b) Since the company has not granted/taken loan as above hence Clauses (b) to (g) does not apply.

4. On the basis of checks carried out during the course of audit and as per explanations given to us, we are of the opinion that there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

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

b) In our opinion & according to the information & explanations given to us these transactions have been made at prices which are reasonable having regards to the prevailing market prices at the relevant time. S. The company has not accepted public deposits and so the provisions of Sec. 58A, 58AA and any other relevant provisions of the Act does not apply to the company.

7. The company have an Internal Audit System, however as explained to us internal control system of the com- pany is commensurate with the size and nature of its business.

8. Maintenance of cost records U/s. 209(1 )(d) of the Companies Act, 1956 does not apply to the company.

9. a) According to the information and explanations given to us and on the basis of our examination of the books of accounts, the Company is generally regular in depositing undisputed statutory dues including, Income Tax, and other statutory dues with the appropriate authorities.

b) The disputed statutory dues aggregating to Rs.220.69 Lacs, have not been deposited on account of disputed matters pending before ITAT for assessment year 2002-03, 2003-04, 2005-06 & 2006-07.

10. The company does not have any accumulated losses and has not incurred cash loss in the current financial year but also in the immediately preceding financial year the company had incurred the cash loss.

11. The company has not taken any loans from any Financial Institutions has not issued any debentures hence the question of default in repayment does not arise.

12. According to the information and explanations given to us, the company has not granted any loans or advances on the basis of security by way of pledge of Shares, Debentures and Other Securities.

13. The company is not a Chit Fund or a nidhi /mutual benefit fund/society hence clause XIII of the order does not apply.

14. The company is not in the business of dealing or trading in shares and securities. The company has maintained popper records of transactions and contracts in respect of Shares, Securities, Debentures and other Investment and timely entries have been made therein. The Shares, Securities, Debentures and Other Investments have been held by the company, in its own name.

15. In our opinion and according to the information and explanations given to us, the company has not given any guarantee for loans taken by others from banks & financial Institutions.

16. Based on information and explanations given to us by the management, the company has not raised any term loans during the year.

17. On the basis of our overall examination of the Cash Flow Statement, and on the basis of information given to us no funds raised on short term basis has been used for long term investment.

18. During the year under audit, the company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Companies Act, 1956.

19. On the basis of records made available to us, the company has not issued any debenture, hence the question of creating securities or charge does not arise.

20. The company has not raised any money by way of Public Issue during the year.

21. Based upon the audit procedures performed and on the basis of information and explanations provided by the management, we report that no fraud, on or by the Company has been noticed or reported during the year.

FOR SALARPURIA & PARTNERS

Chartered Accountants

NIHAR RANJAN NAYAK

Partner

Place : Kolkata Membership No. 057076

Date: 28th May, 2011 ICAI Reg. No. 302113E