MANAGEMENT RESPONSIBILITIES FOR THE FINANCIAL STATEMENT 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 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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 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 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 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 31st March, 2014;

b) in the case of the Profit and Loss Account, of the loss for the period from Oct.1,2013 to 31st March, 2014

c) in the case of the Cash Flow Statement, of the cash flows for the period ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT;

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. Further, to our comments referred to in paragraph (1) above and subject to followings (refer note no. 3(i) to (iv) of Notes to Accounts attached to and forming part of Balance Sheet):

That no interest is provided on funded CST& UPTT and Statutory dues of PF & ESI in view of sanctioned rehabilitation scheme.

That no provision is made for depreciation on Fixed Assets as these were not put to use during the above said period).Further no provision is made for loss on account of discarded/obsolete Plant and Machinery.

That no provision is made for loss due to diminution in value of inventory holdings.

3. 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, Statement of Profit and Loss, and 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company.

ANNEXURE TO THE AUDITORS' REPORT (Referred to in Paragraph 1 of our report of even date)

(i) (a) The company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;

(b) The fixed assets have been physically verified by the management at reasonable intervals; No material discrepancies were noticed on such verification;

(c) No substantial part of fixed assets have been disposed off during the year,

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management;

(b) The procedures of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business;

(c) The company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification;

(iii) 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 Act. However company has taken interest free unsecured loan from its managing director. The terms and conditions are not prejudicial to the interest of the company.

(iv) There is an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods.

(v) There is no transaction that needs to be entered into in the register in pursuance of Section 301 of the Act.

(vi) The company has not accepted any deposits from the public,

(vii) The company has an internal audit system commensurate with its size and nature of its business, which needs to be strengthened.

(viii) Since company is not in production no cost audit records are being maintained.

(ix) Due to financial crunch the company was not regular in depositing old P.F. dues Rs. 3.54 Lac (Previous year Rs.10.50 Lac). However, upto date payment of ESI has been paid by the company . No provisions for gratuity has been made and will be paid as and when becomes due.

(b) Sales Tax assessment under appeal is Rs 63.35 Lac (Previous year Rs. 63.35 Lac) a list is enclosed in Notes on Account under the head contingent liabilities, without considering interest thereon.

(x) The company has incurred cash losses in the year for Rs 6.57lac and in the Preceding financial year for Rs. 10.37 Lac.

(xi) In our opinion and as per the explanation given to us, the company is under rehabilitation under the scheme sanctioned by the Board of Industrial and Financial Reconstruction (BIFR). During the year the Company has been settling its statutory dues as per the schedule drawn-up in the Rehabilitation Scheme.

(xii) The company has not granted any loans and advances on the basis of security.

(xii) The company is not a chit fund company.

(xiii) The company is not trading or dealing in shares, securities, debenture and other investments.

(xiv) The company has not given any guarantee for loans taken by others.

(xv) The company has not applied for any term loan during the year.

(xvi) The fund raised on short-term basis has not been used for long-term investments and vice versa.

(xvii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Act.

(xviii) The company has not issued any debentures.

(xix) The company has not raised any money by public issues during the year.

(xx) No fraud on or by the company has been noticed or reported during the year.

                                           For: S. R. Gupta & Co.

                                            Chartered Accountants

Place : Lucknow                                        V.K. Gupta

Date  :30.05.14                                          (Partner)

                                                     M. No. 14745