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. 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 auditors' 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 auditors consider 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 entity'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 accompanying 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 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', as 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 Act (the "Order"), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report, comply with the Accounting Standards notified under the Companies Act,1956 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 written representations received from the directors as on 31st March, 2014, and taken on record by the Board of Directors, 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 Act.

ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT (Referred to in Paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements" of our report of even date)

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

b. The Management at reasonable intervals has physically verified these Fixed Assets and according to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. No substantial part of Fixed Assets has been disposed off during the year.

ii) As there is no inventory, accordingly clause 4(ii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

iii) a. The Company has given loans to one Company covered in the Register maintained under section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 1.23 Crore and the year ended balance is Rs. 85 Lacs.

b. In our opinion and explanation given to us, the rates of interest and other terms and conditions are prima facie not prejudicial to the interests of the company.

c. In respect of the said loans and interest thereon, there are no overdue amounts.

d. According the information and explanations given to us, during the year Company has taken unsecured loans amounting to Rs. 407 lacs from the two Companies covered in the register maintained under Section 301 of the Companies Act, 1956.

e. The rates of interest and other terms and conditions are prima facie not prejudicial to the interests of the company. iv) In our opinion and according to the information and explanations given to us there are adequate internal control procedures commensurate with the size of the company and the nature of its business, for the purchase of inventory, fixed assets and also for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal control.

v) To the best of our knowledge and belief and according to the information and explanations given to us, there are no contracts or arrangements that were required to be entered in the Register maintained in pursuance of Section 301 of the Companies Act.

vi) According to the information and explanations given to us, the Company has not accepted any deposits from the public during the year. Therefore the provisions of clause (vi) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

vii) In our opinion, the Company has an Internal Audit System commensurate with its size and nature of its business.

viii) The Company is not required to maintain Cost records as prescribed by Central Government under Clause (d) of Sub- Section (1) of Section 209 of the Act.

ix) a. According to the Information and explanation given to us, the Company is generally regular in depositing undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employee State Insurance Fund, Income Tax, Wealth Tax, Excise Duty, Custom Duty, Sales Tax, Cess and any other statutory dues with the appropriate authorities.

b. According to the Information and explanation given to us, no undisputed amount payable in respect of statutory dues applicable to it were in arrears as at 31st March, 2014 for a period of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Customs Assessment year to Nature of dues Amount Forum where dispute is pending

x) The Company does not have accumulated losses as at the end of the financial year and it has not incurred any cash losses in the current and immediately preceding financial years.

xi) In our opinion and according to the information & explanations given to us, the company has not defaulted in repayment of dues to a financial institution or a bank.

xii) Based on our examination of documents and records maintained by the company, we are of the opinion that since the company has not granted any loan and advance on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

xiii) In our opinion, the company is neither a chit fund nor nidhi or mutual benefit fund or society and hence clause 4(xiii) of the CARO is not applicable to the company.

xiv) According to the information and explanations given to us, proper records have been maintained in respect of the transactions and contracts in shares, securities debentures and other investments and timely entries have been made therein. The aforesaid securities have been held by the company in its own name.

xv) According to the information and explanations given to us, and records examination by us, we are of the opinion that the company has not given guarantee for loans taken by others from banks or financial institutions.

xvi) In our opinion and according to the information and explanation given to us, the term loans have been applied for the purposes for which they have been obtained.

xvii) On the basis of an overall examination of the Balance Sheet and Cash Flows of the Company and the information and explanations given to us, we report that the Company has not utilized the funds raised on short- term basis for long term investment and vice-versa.

xviii) During the year 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. Accordingly, clause 4(xviii) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

xix) The Company did not issue any debentures during the year. Accordingly, clause 4(xix) of the Companies (Auditors' Report) Order, 2003 is not applicable to the Company.

xx) The Company has not raised any money through a public issue during the year.

xxi) To the best of our knowledge and belief and according to the information and explanation given to us, no material fraud on or by the company has been noticed or reported during the course of our audit.

                                              For, O. P. Bhandari & Co.
                                              Chartered Accountants 
                                              Firm Regd. No. 112633W
                                              [O. P .Bhandari]
Place: Indore                                 Partner
Date:26.05.2014                               Membership No. 34409