II. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to 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 Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with the accounting principles generally accepted in India. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, 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.

III. Auditors' 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 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 true and fair view 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 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 reasonable basis for our audit opinion.

Basis for Qualified Opinion

As stated in the Notes No.25.2.of the financial statements regarding;

(i) The Company has been incurring constant losses also the net worth of the Company has been fully eroded further the Company has also discontinued all the line of business, it has also been facing

cash-flow mismatches if the management is not able to infuse adequate money on appropriate time than the going concern assumption might get impacted.

IV. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid standalone 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 of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date:

Report on Other Legal and Regulatory Requirements

1. 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 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) Except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may have an adverse effect on the functioning of the Company;

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

(g) 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Annexure to the Auditors' Report (Referred to in paragraph 3 of our report of even date)

In terms of the information and explanations given to us and the books and records examined by us and on the basis of such checks, as we considered appropriate, we further report as under:

(i) Fixed Assets:

a) In our opinion, the Company is maintaining proper records showing the relevant particulars including quantitative details of its fixed assets.

b) The Company has conducted a physical verification of its fixed assets during the year. Further, the Company is in the process of tagging the individual fixed assets.

(ii) Inventories:

a) We were explained that the management has conducted physical verification of inventories as at close of the year under review.

b) Based on the explanations as above, we are of the opinion that the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory and no material discrepancies were noticed on the year end physical verification of the same and upon comparison with the said records.

(iii) Loans & Advances granted and taken:

During the year, the Company has not granted any loans and advances, secured or unsecured, to any parties covered in the register maintained under Section 189 of the Companies Act.

(iv) Internal Controls:

In our opinion, 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 sale of goods/provision of services except to the extent stated in (i) above. During the course of our audit, we have not come across any major weakness in internal controls prevailing in the Company.

(v) Public Deposits:

According to the information and explanations given to us, the Company has not accepted deposits as per the directives issued by Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under.

(vi) Cost Records:

As explained to us, maintenance of cost records under of section 148(1) of the Act is not applicable to the Company during the year under review.

(vii) Statutory Dues:

a) As per the records verified by us, the Company is generally regular in depositing the statutory dues involving Provident Fund, Profession Tax, Service Tax, Sales Tax and Income-tax with the appropriate authorities except Service tax amounting to Rs 188,738 which have remained outstanding for more than six months as at the close of the financial year.

We were explained that the statutes pertaining to Employees' State Insurance Corporation, Wealth tax, Excise Duty, Customs Duty, Investor Education and Protection Fund and Cess are not applicable to the Company during the year under review.

b) According to the information and explanations given to us, there were no disputed dues of Sales Tax and Income Tax which have not been deposited by the Company during the year under review, except in respect of Income Tax matters as per the details given below:

Authority Nature of Dues Amount (Rs.) Assessment Year Forum

Income Tax   Income Tax        8,20,73,960   2002-2003       Mumbai High
Department   and Interest                                      Court

The accumulated losses of the Company till the end of current financial year have exceeded the entire Net worth of the Company as on the Balance Sheet date. During the current financial year, the Company has incurred cash losses amounting to Rs. 43,33,693 (Previous Year - Rs. 24,79,371).

(ix) Dues to Financial Institutions/Banks/Debenture Holders:

As per the records verified by us and based on our audit procedures, there was no secured loans taken by the Company during the current year. The Company has not issued any debentures since its inception.

(x) Guarantees given:

As per the records verified by us, during the year, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) Application of Funds raised:

a) During the year, the Company has not raised any term loans.

b) Based on the overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on short-term basis, which have been used for long-term investment.

(xii) Frauds:

During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations 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 we been informed of such case by the management.

                                         For Shyam Malpani & Associates

                                                  Chartered Accountants
                                        Firm Registration No. - 120438W

                                                          Shyam Malpani

                                                             Proprietor

                                                 Membership No. F 34171