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

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material 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 Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

OPINION

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

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) In the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows of the Company 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 Section 227(4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

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

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the 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 Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

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

ANNEXURE TO INDEPENDENT AUDITORS' REPORT

REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE.

1. In respect of its fixed assets:

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

b) As explained to us, the physical verification of the fixed assets was conducted by the management during the year, which in our opinion is reasonable, having regard to the size of the company and nature of its assets. There was no material discrepancies noticed on such verifications.

c) In our opinion, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. In respect of its inventories:

a) As the company does not engaged in the business of manufacturing, marketing and processing of any goods and articles, the provisions of Clause (ii) of paragraph 4 of the CARO are not applicable.

3. In respect of its loans, secured or unsecured, granted or taken by the Company to/from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

4. In opinion and according to the information and explanations given to us, the Company has not taken any secured or unsecured loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956:

a) In respect of loan given:

i. According to the information and explanations given to us, the company has given unsecured loans to 2 persons covered under the register maintained u/s. 301 of the Companies Act, 1956. The Maximum amount involves during the year in respect of the said loans is Rs. 242.94 lacs and the year end balance of such loan is Rs. 242.94 lacs respectively.

ii. In our opinion and according to the information and explanation given to us the rate of Interest and other terms and conditions on which aforesaid loans has been given are not prima-facie prejudicial to the interest of the company.

iii. In respect of aforesaid loans the amount principal as well as the Interest is recoverable on demand and the parties are regular in repaying the amount as and when demanded as there is no specific stipulation for repayment of loans.

5. Having regard to the nature of the company's business and based on our scrutiny of the company's records and the information and explanation received by us, we report that the company's activities do not include purchase of inventory and sale of goods. In our opinion and according to the information and explanation received by us, there are adequate internal control procedure commensurate with the size of the Company and nature of its business with regards to purchase of fixed assets. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal control system with regard to purchase of fixed assets.

6. In respect of transaction covered under section 301 of the Companies Act, 1956:

a) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangement that needed to be entered in to in the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) In our opinion and according to the information and explanations given to us transactions made in pursuance of contract or arrangement entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of Rs. 5/- Lacs in respect of each party during the year have been made a prices which appears reasonable as per information available with the company.

7. Based on scrutiny of the company's records and according to the information and explanation provided by the management, in our opinion, the Company has not accepted any loan or deposit which are deposits within the meaning of Rule 2(b) of the Company's (Acceptance of Deposit) Rules, 1975 from the public. Therefore, the provisions of Clause (vi) of paragraph 4 of the CARO are not applicable to the Company.

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

9. According to the information and explanation provided by the management, the company is not engaged in production, processing, manufacturing or mining activities. Hence, the provisions of section 209 (1)(d) of the Companies Act, 1956 do not apply to the company. Hence, in our opinion no comment on maintenance of cost records under section 209(1)(d) is required.

10. In respect of statutory dues:

a) According to the records provided to us, the Company is generally regular in depositing with appropriate authority undisputed statutory dues including amount of Provident fund, Investor education and protection fund, Employee's state insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other Material statutory dues, applicable to it.

According to the Information and Explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2014 for a period of more than six months from the date of becoming payable.

b) According to the records of the company and information and explanations given to us, there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty/Cess which have not been deposited on account of any dispute.

c) Details of disputed Income Tax liabilities as on 31st March, 2014 is given below.

Name of the  Forum where         Period for        Amount  Amount paid
Statute      Dispute is          which amount    involved        under
             pending             relates          (Rs. In     Protest/
                                                   lakhs)       Refund
                                                              adjusted
                                                               (Rs. in
                                                                lakhs)

Income Tax   High Court, Mumbai  Assessment
                                 Year 1989-90        2.65            -

Income Tax   The ITAT, Mumbai    Assessment
                                 Year 1990-91       54.90        54.90

Income Tax   The ITAT, Mumbai    Assessment
                                 Year 1991-92      155.83       155.83

Income Tax   The Commissioner    Assessment
             of Income Tax       Year 1992-93
             (Appeals)                              31.57        31.57

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

12. According to the records of the company, the company has not borrowed from financial institutions or banks or issued debenture till the end of the financial year. Hence, in our opinion, the question of reporting of default in repayment of dues to financial institutions or bank or debenture does not arise.

13. In our opinion and according to the information and explanations given to us, no loans and advances have been granted by the Company on the basis of security by way of pledge of shares, debentures and other securities.

14. In our opinion, and to the best of our information and according to the explanation provided by the management, we are of the opinion that the company is neither a Chit Fund Nor a Nidhi/Mutual benefit society. Hence, in our opinion, the requirements of Para 4(xiii) of the CARO do not apply to the company.

15. According to the Information and explanation given to us the company is not dealing or Trading in Shares, Securities and Debentures. Investments in respect of all shares, debentures and other investments have been held by the company in its own name and have also maintained adequate and proper records.

16. According to the records of the company and the Information and Explanation provided by the management, the company has not given any guarantee tor loans taken by others from any banks or financial institution.

17. The Company has not obtained any term loan during the year. There was no terms loan outstanding at the beginning of the year.

18. According to the Information and Explanations given to us and over all examination of balance sheet of the Company, we report that no fund raised on short term basis have been used for long term investment by the company.

19. According to the records of the company and the information and explanation provided by the management, 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.

20. During the year the Company has not issued any debenture and also there is no any outstanding during the year hence the question of creating security or charge in respect of debenture does not arise.

21. During the year the Company has not raised any money by way of public issue.

22. During the course of examination of the books and records of the company carried out in accordance with generally accepted auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year nor have been informed of such cases by the Management.

For A.C. MODI & ASSOCIATES Chartered Accountants Firm's registration number: 116555W

ALPESH C. MODI Proprietor Membership number: 101342

Place: Mumbai Date: 30 MAY, 2014