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 notified under the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. 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. 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 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, 2014;

(ii) in the case of the Statement of Profit and Loss Account of the loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement of the cash flows for the year. Emphasis of matter

We draw attention to Note 2(xviii) regarding surrender of the premises to Dena Bank and deposit of ` 10 lacs with the High Court at Mumbai. Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2003, (the Order) issued by the Central Government of India in terms of sub-section(4A) of Section 227 of the Companies Act, 1956 (hereinafter to referred to as `the Act') we give in the Annexure a statement on the matters specified in paragraph 4 and 5 of the said 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 and proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(iii) The Balance Sheet, Statement of 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 comply with the Accounting Standards notified under the Companies Act, 1956 ("the Act") read with General Circular15/2013 dated 13th September 2013 issued by the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

(v) On the basis of written representations received from the directors, as on 31st March, 2014, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 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 AUDITORS' REPORT REFERRED TO IN PARAGRAPH 3 OF OUR AUDITOR REPORT OF EVEN DATE

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

(b) The Fixed Assets have not been physically verified by the management during the year.

(c) The Company has not disposed off substantial part of fixed assets during the year.

ii. Considering the activity carried out during the year, in our opinion the provision of clause 4(ii) are not applicable.

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 Companies Act, 1956. Accordingly, sub-clause (b), (c) and (d) are not applicable.

iii (b) The Company has not taken loans from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. iv In our opinion and according to the information and explanation given to us, in view of activities of the company carried on by the Company , clause 4(iv) is not applicable.

v (a) In our opinion and according to the information and explanation given to us, there were no contracts or arrangements that needed to be entered into the register maintained under section 301 of the Act. Hence provisions of clause 4(v)(a) and (b) are not applicable.

vi The Company has not accepted any deposits form public. And as such the provision of Section 58A and 58AA of the Act and the Company (Acceptance of Deposits) Rules 1975 with regard to the deposit accepted from the public are not applicable.

vii We are informed that in view of the internal control procedures commensurate with the size of the Company and the nature of its business, which in our opinion is adequate, the Company had no separate internal audit system.

viii The provisions of clause 4 (viii) of the Companies (Auditors Report) order 2003 are not applicable to the Company.

ix (a) The Company is generally regular in depositing the undisputed statutory dues in respect of Provident Fund, Investor Education and Protection Fund, Employee's State Insurance, Sales-tax, Wealth tax, Custom Duty, Excise Duty, Cess and other material statutory dues except for income tax ` 44,205/- ( previous year ` 7,500/-) .

ix (b) According to the information and explanation given to us, no undisputed amount payable in respect of Income Tax , sales tax, wealth tax, service tax, customs duty and excise duty were in arrears as at 31st March, 2014 for a period of more than six months from the date become payable.

ix (c) According to the information and explanations given to us, there were no dues in respect of wealth tax, sales tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute.

x The Company's accumulated losses at the end of the financial year are not more than fifty percent of its net worth. The Company has incurred cash losses in the current or in the immediately preceding financial year.

xi According to information and explanation given to us, the Company has no dues to the financial institution or banks. The Company has not issued any debentures.

xii According to information and explanation given to us, the Company has not granted any 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 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 According to information and explanation given to us, the Company has maintained proper records of its investments in shares and has made timely entries therein.

xv According to information and explanation given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

xvi The Company has not taken any term loans during the year.

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

xviii The Company has not made preferential allotment of shares to parties and companies covered in 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 money through a public issue during the year.

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

For N M PANDYA & ASSOCIATES Chartered Accountants Firm Reg. No.131008W

N M PANDYA Proprietor Membership No.135633

Place : Mumbai,

Date : 30th May, 2014