Management's Responsibility for the Financial Statements

Management of the company 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") read with the General Circular No. 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 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

My responsibility is to express an opinion on these financial statements based on our audit. I have conducted the audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I 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 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.

I believe that the audit evidences I have obtained are sufficient and appropriate to provide a basis for my audit opinion.

Opinion

In my opinion and to the best of my information and according to the explanations given to me, 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 March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the Loss 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 (Auditors' Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, I 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, I report that:

a. I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of audit;

b. in my opinion proper books of account as required by law have been kept by the Company so far as appears from my 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, read with with the General Circular No. 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 March 31, 2014, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS REPORT.

Referred to in Paragraph 1 under Report on Other Legal and Regulatory Requirements of my report of even date to the members of AADI INDUSTRIES LIMITED on the financial statements the year ended on 31st March, 2014.

(i) (a) I have been informed that the company has maintained records showing full particulars, including quantitative details and situation of Fixed Assets.

(b) All the assets have not been physically verified by the management during the year but there is a programme of verification at the year end which, in my opinion, is reasonable having regard to the size of the company and the nature of its assets and as informed no material discrepancies were noticed on such physical verification.

(c) In my opinion and according to information and explanations given to me, there was disposal of fixed assets i.e. factory building during the year thereby affecting the going concern of the company.

(ii) (a) As informed to me by the management, the inventory has been lost by theft during the year. Hence, there is no stock for the year under consideration.

(b) The procedures explained to me, which are followed by the management for physical verification of inventories, are in my opinion reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In my opinion and according to the explanations given to me, the company is maintaining proper records of its inventory. No material discrepancies were noticed on such physical verification.

(iii) (a) According to the explanations given to me, the Company has not granted any secured or unsecured loans to parties listed in the register maintained under section 301 of the Companies Act, 1956. Hence provisions of clause 4(iii) (b) to (d) of the Order are not applicable to the Company.

(b) According to the explanations given to me, the Company has taken unsecured loans from one party covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 6,88,22,126/-. and the year end balance of Loan taken from such party was Rs. 5,11,19,801/-.

(c) The terms and conditions fixed on loans taken from the parties listed in the register maintained under section 301 of the Companies Act 1956, are not prejudicial to the interest of the Company.

(d) In my opinion and according to the information and explanations given to me, no repayment schedule has been specified and accordingly the question of regularity in repayment of principal amount, wherever applicable, does not arise.

(iv) In my opinion and according to the information and explanations given to me, there exist an adequate internal control systems commensurate with the size of the company and the nature of its business with regard to purchases of inventory and fixed assets and with regard to the sale of goods and as in formed to us, the company is not engaged in the sale of services. During the course of the audit, I have not observed any major weakness or continuing failure to correct any major weakness in internal control system of the company in respect of these areas.

(v) (a) In my opinion and according to the information and explanations given to me, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered.

(b) In my opinion and according to the information and explanations given to me, there are no such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year.

(vi) In my opinion and according to the information and explanations given to me, the provisions of sections 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposits) Rules - 1975 are not applicable to the company in the year under consideration.

(vii) In my opinion and as per the explanations given to me, the company has an internal audit system commensurate with the size and nature of its business.

(viii) As explained to me the Central Government has not prescribed any maintenance of cost record under section 209(1)(d) of the Companies Act, 1956 to the Company.

(ix) In respect of statutory dues:

(a) According to the information and explanations given to me, the Company is not regular in depositing with appropriate authorities undisputed statutory dues including, provident fund, investor education protection fund, employees' state insurance, income tax, sales tax, wealth tax, custom duty, excise duty, cess and other material statutory dues applicable to it at the year end for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to me and the records of the company examined by me, there are no disputed dues in respect of any statutory dues.

(x) The Company has incurred cash loss of Rs. 13,01,05,774/- during the financial year covered by our audit and Rs. 74,13,198 /- the immediately preceding financial year.

(xi) In my opinion and according to the information and explanations given to me, the company has defaulted in repayment of dues to financial institution or bank.

(xii) According to the information and explanations given to me and based on the documents and records produced before me, 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) In my opinion, the company is not a chit fund or a nidhi mutual benefit fund / society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xiv) In my opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

(xv) In my opinion and according to the information and explanations given to me the Company has not given guarantees for loans taken by others from bank or financial institutions.

(xvi) In my opinion and according to the information and explanations given to me, the term loans are being applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to me and on an overall examination of the balance sheet and the cash flow of the company, no short-term funds have been used to finance long-term assets.

(xviii) According to the information and explanations given to me, the company has not made preferential allotment of shares to Promoters and Promoters group covered in the register maintained under section 301 of the Act.

(xix) The company has not received any money through Public Issue of Debentures.

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

(xxi) During the course of my 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 me, I have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have I been informed of any such case by the Management.

For K.S. SUBRAHMANYAM CHARTERED ACCOUNTANT

Sd/-

K.S. SUBRAHMANYAM PROPRIETOR M.No. 018630

Place: MUMBAI Date: 30th May, 2014