Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance 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; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

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 misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

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

Basis for Opinion

In connection with the tax liabilities for the financial year 2012 -13 and financial year 2013-2014, the company has not booked the losses pertaining to the Rebates, Rate differences and discounts to the customers which they were entitled and also the advances given to the suppliers which were not recoverable nor received any goods or materials, the operation of the said company being suspended and the same was otherwise eligible for deduction u/s 37 (1) of the Income Tax Act, 1961. The company has not filed its income tax returns which were pending for filing for the aforesaid years i.e. assessment year 2013-14 and 2014-15 respectively. The company is in process for filing the same after the impact of above expenditure. The company has booked the rebates, rate difference and discounts to the tune of Rs. 7130.52 Lacs and written off advances to the tune of Rs. 2732.66 Lacs from the opening balances of profit and loss account/General Reserve as on April, 2014. The effect of both the adjustments is being routed in the current financial year from debtors and loans and advances and accumulated reserves respectively. The company's records indicate that had the Management stated the rebates, rate difference and discounts and written off advances the income tax, net profit and shareholder's funds would have been reduced to that extent.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter descried in the basis for opinion paragraph, 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

i. In so far as it relates to the Balance Sheet, of the statement of affairs of the company as at 31st March 2015.

ii. In so far as it relates to the Profit & Loss Account, the Profit & Loss of the company for the year ended on that date: and

iii. In so far as it relates to the Cash Flow Statement, of the Cash flow of the Company for the year ended on that date: and

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

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

a. we have sought and 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, 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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

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

i. There is a small Pending litigation filed by/against the company u/s 138 of Negotiable Instrument Act (Amended) 2015 which has no material effect on the financial position of the Company.

ii. The provisions as required under the applicable law or accounting standards for material foreseeable losses if any on the long term contracts including derivative contracts are not applicable to the company.

iii. There has been no such requirement for transferring amounts, required to be transferred the Investor Education and Protection Fund transfer by the company.

Annexure to the Auditors' Report

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

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

(b) As explained to us the Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner at regular intervals. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) In our opinion and according to the explanation given to us, during the year, the company has not disposed of any substantial part of its fixed assets and going concern status of the company not affected.

(ii) In respect of its inventories:

(a) As explained to us the inventories has been physically verified during the year by the management at reasonable intervals. In our opinion the frequency of verification is reasonable.

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

(c) On the basis of our examination of records of inventory, we are of the opinion that the company is maintaining proper records of inventory. The discrepancies noticed on physical verification between the physical stocks and book stocks were not material.

(iii) The Company has not granted any loans, secured or unsecured, to companies, firms or other

parties covered in the Register maintained under Section 189 of the companies Act, 2013.

The company has taken unsecured interest free loans of Rs 160.14 Lacs from Directors and the outstanding balance of the said loans is Rs 554.91 Lacs. The company has further borrowed Inter Corporate Deposits amounting to Rs. 500.00 Lacs during the year and the yearend balance is Rs. 1675.10 Lacs.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and sale of goods. During the course of our audit, no major weakness has been noticed in the internal control system and there is no continuing failure to correct any major weakness in internal control.

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

(vi) We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended prescribed by the Central Government under sub Section (1) of Section 148 of the Companies Act 2013, and are of the opinion that prima facie, the prescribed cost records has not been made and maintained by the company

(vii)

(a) According to the records of the company, the company is not regular in depositing the undisputed statutory dues including provident fund, Employees' State Insurance, Profession Tax, Income Tax, TDS, Sales tax, Excise Duty, Service Tax, Cess and any other statutory dues with the appropriate govt and semi govt authorities. There are arrears of outstanding such undisputed statutory dues at the last day of the financial year concerned for a period of more than six months from the date they became payable.

(viii) The company has earned net profit before tax of Rs. 51.84 Lacs/- (previous year Rs. 6079.79 Lacs/-) during the year under consideration. The Company has no accumulated losses carried forward during the year under consideration. The Company has incurred Cash Profit of Rs 1185.03/- Lacs (Pervious Year 5408.10/- Lacs) during the Financial Year covered by the Audit and in the immediately preceding financial year.

(ix) According to the records of the Company examined by us and the information and explanations given to us, there have been overdue in repayment of interest to Banks as at 31st March, 2015. The period of delay is ranging between one month to two months which was also reported under SMA 1 Category as per RBI guidelines and further there are no debenture holders.

(x) According to the records of the company and information and explanations given to us, the company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) According to the records of the company and explanations given to us, during the year the company has availed the term loans from banks financial institution and has been applied for the purpose for which they have been obtained.

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

For Mukesh Mehta & Associates                 For Suresh Hegde and Co.
Chartered Accountants                         Chartered Accountants

CA Mukesh Mehta                               CA Suresh Hegde
Membership No. 100407                         Membership No. 118493
FRN: 116309W                                  FRN: 125795W