Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters stated 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 principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 the Companies (Accounts) Rules,2014. 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 the fraud or error.

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 there under.

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 the 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 the 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 the internal 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 the 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 qualified audit opinion.

Basis for Qualified Opinion

(a) With regard to pending confirmation of balances of trade receivable.

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31,2015, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31,2015. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivable is not quantified.

(b) With regard to unsecured loans given to any party not covered in the register maintained under Section 189 of the Companies Act, 2013

The company has sent balance confirmation letters to parties who are not covered in the register maintained under Section 189 of the Companies Act, 2013, but in most of the cases the company have not received written confirmation confirming the balance outstanding as at March 31,2015. Further, in respect of loans granted, repayment of the principal amount was not as stipulated and payment of interest has also not been regular.

(c) Regarding non provision of Interest on various loans availed from Canara Bank for the financial year 2014-15

The Company has not provided for interest payable to Canara Bank amounting to Rs.668.09 Lacs for the year ended 31st March 2015. The Company has also not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2015 is understated by Rs.668.09 Lacs & current liabilities as at 31st March 2015 are also understated by Rs.668.09 Lacs and also reserves are overstated by Rs. 668.09 Lacs . The amount of penal interest cannot be quantified as the details have not been received from the bank.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matters described in the basis for qualified opinion paragraph, the said 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, 2015;

(b) in the case of the Statement of Profit and Loss, of the loss of the Company 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, 2015 ("the Order") issued by the Central Government of India in terms of Sub-Section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. 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 purposes 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 dealt with by this Report are in agreement with the books of account;

d) Except for the effects of the matters described in the basis for qualified opinion paragraph, in our opinion, the Balance Sheet, the Statement of Profit and Loss comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014;

e) 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 Companies Act, 2013;

ANNEXURE TO THE AUDITORS' REPORT

In the Annexure, as required by the Companies (Auditor's Report) Order, 2015 issued by the Central Government in terms of Section 143 (11) of the Companies Act 2013, on the basis of checks, as we considered appropriate, we report on the matters specified in paragraph 3 and 4 of the said order to the extent applicable to the Company.

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

(b) The fixed assets were physically verified by the Management during the year. We have been informed that no material discrepancies were noticed on such physical verification.

ii. The stock of inventory has been physically verified during the year by the Management at reasonable intervals. In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. The Company is maintaining proper records of inventory. The discrepancies noticed on physical verification of stocks as compared to book records were not material; however the same have been dealt with the books of account.

iii. According to the information and explanations given to us, the Company has not granted unsecured loans to any party covered in the register maintained under Section 189 of the Companies Act, 2013.

iv. In our opinion and according to the information and explanations given to us, there is an adequate internal control system, 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 and services. During the course of our audit no major weakness has been observed in the internal controls.

v. The Company has not accepted any deposits from public during the year and accordingly the provisions of section 73 to 76 of the Act, and Rules framed there under and any directive issued by the Reserve Bank of India are not applicable to the Company.

vi. As per information & explanation given by the management, the Company has maintained cost records as required under sub section 1 of section 148 of the Companies Act, 2013. We have not, however, carried out a detailed examination of such records.

(a) According to information and explanation given to us, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, Income Tax, Wealth Tax, Sales Tax, Purchase Tax, Custom Duty, Cess, Entry Tax and Service Tax except following dues which are due since more than six months but still not paid :-

Nature of Statute     Natures of Dues      Amount       Period to which
                                        (Rs. in Lacs) the amount relates

Central Sales TaxAct  Central Sales Tax    2.37            FY2013-14
                      & Interest

Nature of Statute          Due Date                      Date of
                                                         Payment

Central Sales TaxAct       21st Day of the
                           relevant next month         Still not paid

Maharashtra Labour         31st May,2012               Still not paid
WelfareAct

(b) According to the records of the Company Income-Tax which have not been deposited on account of disputes and the Forum where the dispute is pending are as under:

Nature of Statute  Year                    Nature of Dues Pending

Sales Tax Act F.Y. 2008-2009 Sales Tax Demands pending in appeals

Sales TaxAct F.Y. 2011-2012 Sales Tax Demands pending in appeals

Income Tax Act     F.Y.2009-2010   I. T. Demands under dispute and
                                   pending in appeals

Income Tax Act     F.Y.2010-2011   I. T. Demands under dispute and
                                   pending in appeals

Income Tax Act     F.Y.2011-2012   I. T. Demands under dispute and
                                   pending in appeals

 Nature of Stat      Amount              Forum Where Dispute is pending

 Sales Tax Act      128.11 Lacs              D.C. APPEAL - PALGHAR

 Sales TaxAct        8.38 Lacs               D.C.APPEAL- PALGHAR

 Income Tax Act     149.23 Lacs              CITAPPEAL -II  , FILED

 Income Tax Act      72.60 Lacs              CITAPPEAL -II  , FILED

 Income Tax Act      61.73 Lacs              CITAPPEAL -II  , FILED

vii. The Company has accumulated losses of Rs. 2,997.00 Lacs as on 31st March, 2015 and the same is more than fifty per cent of its worth as on 31st March, 2015. The Company has incurred cash losses of Rs. 127.92 Lacs during the financial year 2014-15 covered by our audit and also incurred cash losses of Rs. 1,119.83 Lacs in the immediately preceding financial year 2013-14.

viii. In our opinion and according to the information and explanations given to us, the Company has defaulted in repayment of dues to banks. The detail of period and amount of default as ascertained by management is as follows:

Name of the Bank     Nature of dues                 Amount (Rs. Lacs)

Dhanlaxmi Bank Ltd.  Principal and Interest               192.01

Canara Bank          Cash Credit Facility,               3,285.05
                     Over Draft Facility and interest

Name of the Bank                Due Date                Date of Payment

Dhanlaxmi Bank Ltd.           Various dates                 Not Paid

Canara Bank                   Various dates                 Not Paid

xi. According to the information and explanations given to us, in our opinion, the term loans were used for the purpose for which the same were obtained.

xii Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For RAMAN S.SHAH & ASSOCIATES CHARTERED ACCOUNTANTS (CA Raman S. Shah) M.No.33272 PARTNER Firm Registration No.: 119891W Place: Mumbai, Date: 30th May, 2015